Of Music and Meister
by Aki133
Summary: He came to Shibusen to escape his upbringing, music, and his brother but no matter how hard he tries to run, his past always seems to catch up with him
1. Chapter 1

Ch 1

The night was warm. Almost too warm but compared to the oppressive heat of day, the evening air was quite refreshing. Lights and music drifted over the city from Shibusen perched high above the buildings. The music was accented by the sounds of excited babble and laughter that became more audible as one drew closer to the unique school. The source of the excitement was a large ballroom with a huge open air balcony located about halfway up one of Shibusen's towers. It was a new year at the school and once again after the new students had a chance to get acquainted, a formal was held in this ballroom to officially welcome the newcomers. Students dressed to the nines mingled and laughed the night away while sharing the excitement of beginning their new lives. Most had already found their partners but this formal also served the dual purpose of allowing the stragglers to find their partners as well.

Off to the side of the large white and black marble ballroom stood a beautiful black Grand Piano. On the matching bench sat a white-haired youth. He sat facing the instrument; his red eyes stared at the piano but didn't seem to see it. Soul Evans heaved a sigh and tried not to think about the irony he was drowning in. He had come to Shibusen to escape these exact two things and here he found himself faced with both again. The party had made him feel uncomfortable. It was so eerily similar to every other formal event he had been forced to attend that he had instinctively sought refuge with the only other thing in the room he was familiar with. This proved to be an unwise move as the majestic black polished wood seemed to stand as a monument to everything he was trying to leave behind.

Just this morning he thought he might finally be free of his first-class raising. The school officials had asked for his name and he was delighted to find he could put down anything he wished. The last thing he wanted was for anyone to know he was an "Evans" but he loved his first name, so, without hesitation, he put down 'Soul Eater', a new name for a new life. Or so he had thought. The day hadn't gone smoothly. It was full of awkward meetings and questions none of which resulted in a meister. What was worse was he seemed to already have a fan club of squealing ditzy girls. Even now he could feel their eyes boring into his back and hear their whispers even though he pretended not to notice.

Maybe it really was futile. Maybe he would never be able to escape. He Grit his shark-like teeth and resisted the uncool urge to pound his fists on the piano keys. Maybe he should go and get some air on the balcony… He swung around and was going to get up but instead found himself face to face with a girl; a girl he recognized. He had seen her around earlier in the day but they hadn't spoken. She startled him but he regained his composure quickly, determined to remain cool. In the short awkward silence he took the opportunity to get a good look at her. She was thin, lanky and had no chest to speak of. She didn't have much sex appeal, but she was captivating in her own way. She was wearing a white simple dress. It had a square neck and spaghetti straps and fell simply to her mid-calf where it was accented with a simple but elegant ruffle. Her hair was the color of tarnished gold and shone in the lamplight. It was pulled up into a pair of loosely curled pigtails that spiraled lazily to meet her shoulders. Her most striking feature was her eyes. They were big and innocent looking but also full of determination. What took his breath away was their color. They were a beautiful, shining forest green; a perfect compliment to his own crimson orbs. They stared at each other for a moment before she spoke.

"Hi. I'm Maka. I'm a meister.

"Soul Eater, weapon." Soul responded. He wasn't really sure why but he turned back to the piano. Something about this girl compelled him to play. "This is the kind of guy I am." Then he began to play. He played in the dark Gothic style that defined him so well. He poured his heart and soul into this one song. The song turned out so dark and foreboding it sent chills up his spine. When he was finished, he sighed and turned around again expecting the girl to be gone. To his surprise, she was still there. He gave her a bored look and waited patiently for her response.

"Wow. I don't really get it but I liked it." She said with a smile. Soul's jaw dropped. She had to be kidding. What was there to 'get'? This girl obviously had no clue about music… Perfect. Maybe there was still hope for his escape.

"I saw you practicing earlier today. You're a scythe, right?"

"Ya…"

"I'm going to make the most powerful Death _Scythe_ ever. Would you like to be partners?" She asked while extending her hand. This was perfect. A meister who knew nothing about music and had a strong goal, this was just what he needed to leave his old life behind completely. The fact that she was pretty cute too was just another bonus.

"Sure, sounds cool." He said while taking her hand. Now his new life had truly begun.


	2. Chapter 2

Ch 2

A Year! An entire year of collecting souls wasted! All that work for nothing because of a damn CAT. So much work, so many fights, all in vain! Could this get any less cool?

Soul drove is motorcycle recklessly through the lamp-lit city, tacking out his frustration on the cobble-stone streets. Maka held on tight behind him. Although she was silent and he could feel the rage pulsing through her body and head that were buried determinedly in his back.

They had been throwing themselves hard into their work over the last few months, going on a mission almost every day over their summer. Soul was exhausted but he understood why Maka was so driven. Her parents had been fighting for months and a few weeks ago Maka's mother had finally gotten fed up and demanded a divorce. Maka said she was glad that her mother was finally taking steps for her own happiness. She once told Soul she thought that maybe it was because she was living with him now that Kami didn't feel as much like she had to keep the unhappy marriage intact for her sake.

Maka insisted she was happy for her mother and glad her father was getting what he deserved and perhaps that was true, but Soul knew better. He knew the divorce was tearing her apart inside but he wisely kept quiet and loyally went along with Maka's distractions. He didn't really mind the work too much either since being so busy did a wonderful job of distracting him from his own issues.

In an effort to distract himself, he thought over their fight with Blair. Without a doubt it had been their toughest battle to date. He cringed as it sank in that what they had seen wasn't anywhere near the power of a real witch. He would never admit it out loud but maybe he wasn't ready for that challenge after all. He shook his head in an effort to push away the unpleasant thought. When that didn't work he settled on focusing on other thoughts. Like the ultra cool way he had tricked and therefore defeated Blair!

Looking back, it probably wasn't such a good idea to pretend he was leaving Maka for Blair. Sure it was a brilliant and undeniably cool plan but she hadn't taken it well at all. He had no idea she'd care so much about him leaving. Meisters and weapons often had several partners over the span of their careers so why would this affect her so? This thought confused him further because it made his heart feel strangely warm and light. He pushed it away reassuring himself that he'd figure it out later.

/

Neither of them had said a word since their first angry outbursts and they rode the entire rest of the way home in complete silence. Soul was beginning to cool off as they pulled up to their apartment complex but Maka had not. She stormed up the stairs, unlocked the door to their apartment and immediately disappeared into her room, slamming the heavy wooden door behind her. Soul sighed after her and slowly closed the apartment door. He was so tired he didn't see the flash of purple hair slip into the small living space just before the door shut. He yawned and stretched as he trudged into his own room and to prepare for bed.

Deep down, he felt he should feel angrier at losing a year of hard work. Of course their failure wasn't cool at all but there were positives. This meant there were one hundred more yummy souls to eat. Plus he could be with Maka for a bit longer. His heart beat a little faster at that thought although he wasn't sure why. He pushed the thought out of his head like the last one as he fell into bed, falling asleep the second his head met his pillow.

/

Soul woke slowly the next morning reluctantly leaving happy dreams of eating all the souls he wanted. With such a cool dream, today was defiantly going to be a cool day. But something felt strange. He thought for a moment with his eyes closed over what it could be. It was strangely quiet and peaceful… that was it. He had woken before his alarm clock. That is so not cool, waking up before he needs to. He could still be in dreamland eating souls. A light touch from something passed along his exposed arm. Soul jumped and his eyes snapped open. That is, he jumped as high as he could, being trapped beneath a sultry, barely clothed cat woman.

"Good mooorrrnniing, Soul!" The cat greeted in a sing-song voice.

"B-B-Blair! Wh-what are you doing…?" Soul gasped out as he inched as far away as he could from the lusty woman, ramming his back painfully into his wooden headboard. It was no use. He was trapped.

"Maybe Soul would like to stay in bed and have some fun with Blair." She sang as she inched forward lowering her substantial breasts down on her unfortunate prey's face. He tried to yell, scream anything but he was suffocating.

"SOUL!" Blair broke away from his face just long enough to allow him a clear view of his furious meister. She looked so cute in her little lace apron and skull slippers but he didn't have long to dwell on this. He only just had enough time to mutter her name before she landed a solid dropkick on the side of his face.

"YOU JERK! HOW DARE YOU MOLEST HER?" It was going to be a long day.


	3. Chapter 3

Ch 3

Maka. She was his only thought. Almost before he realized she was going to die he jumped in front of the demon blade shielding her with his own flesh. He felt sharp pain followed by a deep burning travel from the base of his right hip to his left shoulder. The slash was over in less than a second but Soul could see it cutting in agonizing slow motion within his mind's eye. A tiny moment later, consciousness left, leaving him to fall to the stone floor as a bloody and empty doll. Somewhere far away he could hear Maka screaming for him. It wrenched his heart to hear her, adding to the already crippling pain. *Run, Maka! Don't be stupid! Run away!* He thought desperately as he fought to make his mouth, which was hidden somewhere deep in the dark, to say the words. She was still in danger! If she didn't run, she'd die too! He was helpless to stop anymore. He listened as the sound of her sobbing faded in the distance.

He wasn't sure how long he remained in this world of darkness. All he knew was eventually he was brought from the nothingness to a world of pain and fear. Suddenly, a light appeared in the distance. Greatly comforted by the appearance of light, Soul tried to move towards this small glimmer of hope. As he approached his ears were once again assaulted by Maka's screams. Someone was hurting her! Soul tried to call to her out as he hastened his pace.*Hold on Maka! I'm coming*. Her screaming became more and more desperate as he drew nearer to the light. Finally he burst forth into blinding light. When he looked around for Maka, the sight that confronted him filled his body with deepest horror. She was dead. Blood flowed from a huge tear in her stomach, a wound he was crawling out of. This time, the screams were his own.

/

He screamed and screamed, the sound of his voice bounced off the walls of his small recovery room and terrified Maka who sat by his side. He could hear her voice calling his name and he could feel her hand in his. He took deep gasps, attempting to calm himself and he squeezed Maka's had for reassurance. He opened his eyes as saw her sitting beside him, holding his had and looking at him with eyes wet full of worry. It had all been a dream… thank God. He tried to forget his fear long enough to give her a crooked smile.

"It's ok, Maka. Just a bad dream, that's all."

"Well that's good to hear." He tore his eyes away from his meister to see who had spoken. Evidently his screams had brought the nurse Medusa in to see what was wrong. She gave him a warm smile and continued.

"Just let me know if you need anything."

"Ok, thank you Medusa-Sensei." Maka called after her before turning back to Soul.

The next few hours passed too quickly and before he knew it, Maka had to leave for home. Soul deeply wished he could go too. Before she left, she offered to bring him anything he may need, anything at all. The more he reassured her that he was fine, the more depressed she seemed to become.

"Maka, I'm in this bed because of something I did not because of you. So please, don't worry." Soul said as comfortingly as he could. Her face fell further and she nodded before wishing him a good night and leaving him alone with only his thoughts for company. *Great, I just made her more depressed. Way to go, Soul!* he thought with disgust.

The room was quiet now. No sound even echoed down the Shibusen hallways adding to the uncomfortable silence. He shifted in his bed; the sound of the stiff sheets disturbed by his movement was loud and harsh in the quiet. *everyone must have gone home* he thought. He gazed out the bedside window to stare at the sunset with unseeing scarlet eyes. The desert sunset was stunning. Rosy reds and oranges filled his room with their warm and comforting touch. Outside, all the light touched turned to gold. The buildings seemed to glow in its embrace. The steep angle of the light cast long shadows which contrasted the gold with deep purple. The sun was drooling and sniffing as it struggled to stay awake but it was a losing battle. Slowly, the shadows lengthened and the warm light was replaced with cool blue and purple. One by one, white stars emerged from the velvety sky to flicker with the light of hope. The sun finished its decent below the distant mountains and was replaced with the smiling sinister moon whose feathery silver light became Soul's only companion.

Soul watched in silence, feeling trapped in his own mind. He wondered what Maka, Black*Star and the others were doing now. He broke the silence with a loud sigh. There was no denying it, he was lonely. He hadn't felt this lonely since before he came to Shibusen; since meeting Maka. Just thinking of her seemed to lighten his heart. When she was happy, he felt happy. When she was sad, he felt an intense desire to fix whatever was upsetting her.

Feeling this way was strange to Soul and he honestly didn't want to think about it but here, alone in a silent room with nothing to distract his mind, he no longer had a choice. He was faced head on with the fact that he liked Maka. Maybe more than just 'liked' but that felt like a good starting point for now. How could this have happened? All he wanted was to leave his old life behind and his perfect plan to do just that had backfired epically in his face. In fact, it had almost gotten him killed, twice now. What was most disturbing was this fact didn't bother him. If faced with the same situations again, he's do the exact same thing without hesitation. Disturbed and lonely, Soul tried to ignore his taunting thoughts and get some sleep.


	4. Chapter 4

Ch 4

"What is WITH her?" Soul fumed as he stormed through the lamp-lit streets. He kicked the nearest brick wall in an effort to alleviate some of his frustration but was rewarded only with a sore foot. Ever since Italy, things between them just hadn't been the same. She was distant when they were together and every time she saw his scar, she would become depressed.

It kept getting worse from there. A few weeks later, just after he had left the infirmary, she ran out alone at night yelling something about witches. He ran after her, afraid that she would do something stupid without him and get herself killed. For a few terrifying minutes, he couldn't find her. The city was still, completely silent except for the sound of blood pounding in his ears. He paused for a second and was about to call her name when he heard her voice. She was close. He ran following the sounds of her conversation. He rounded a corner and was relieved when he caught sight of her. He called out to her as he jogged to her side.

"Maka! You shouldn't run off on your own! It's too dangerous…" She met his gaze but didn't say a word. She slowly reached out a hand and placed it on his chest right over his newly healed scar, hanging her head as she did.

"Hey? You ok?" Soul asked but again, she told him nothing. Instead she turned to Stein.

"Professor, I know what I have to do now, to make us stronger."

"Oh you do, do you? Then come by my office tomorrow morning for a special lesson."

The lesson had been a complete waste of time. All Stein told them to do was insult each other! He had assured them there was a good reason but Soul wasn't buying it. What was worse was that this stupid lesson had a huge risk. If they didn't pass, they may never be able to sync soul wavelengths again. Soul never wanted to consider such a possibility let alone risk it as an outcome, but Maka had deeply hurt him by not only agreeing to it but completely ignoring his concerns and treating him like an object. She had never treated him that way before. Sure he had seen other meisters and weapons with master-servant relationships but one of the things he loved about Maka is that she never treated him that way. Was that changing now too? Hurt quickly turned to anger causing him to take up Stein's offer to insult her quickly. In hindsight, that probably wasn't the best move on his part, but he desperately wanted to hide the hurt behind his cool, uncaring persona. Predictably, this had made things far worse.

Now, hours later, Maka still hadn't cooled down. She barley spoke to him and when she did, it was only in short, quick jabbing remarks. She even refused to make him any dinner even though it was her turn to cook. He had left her there, telling her curtly that he was going out to get food before slamming the door behind him. He hated treating her that way but he just didn't understand. He had practically given his life for her and THIS is how she repays him? This wasn't what he wanted. He knew he should regret his actions after all this but he didn't. He would never do anything different, even if she hated him forever for it. These thoughts didn't help his anger.

"HIYA SOUL!" The sudden appearance of a very loud and familiar voice frightened him half to death. He stumbled instinctively away from the voice then straightened to see who had called him, a hand clutching his pounding heart. Shinigami-sama's image confronted Soul from the dark glass of a closed store. The death god tilted his head to the side as he studied the shocked scythe who stood blinking back at him.

"I'm sorry, did I startle you?" Soul recovered slowly but did eventually bow a greeting.

"Good evening Shinigami-sama. I'm sorry, I wasn't expecting your call."

"No, I suppose you wouldn't. I needed to tell you that you and Maka are needed for a mission in London and you two need to leave as soon as possible. Black*Star and Tsubaki will be joining you. I already took the liberty of informing Maka, she should be ready as soon as you get back."


	5. Chapter 5

Ch 5

The winter night was cold and bright in London. The normally bustling capital was silent and still except for the occasional whisper of a winter's wind, all its people huddled in their homes against the bitter cold and dreaming of spring. The glow of the city lit the low blanket of clouds and bid a warm welcome to fresh snowflakes as they danced silently above the buildings.

London Bridge was stunning coated in ice and fresh snow. The false dawn of the city completed its frigid beauty with a halo of soft golden light. Fragile crystals of ice clung to Soul's snowy hair; blending in with the white and making it look fuzzier than normal. Every now and then when his attention was drawn to the fresh flakes he would shake his head irritably. He hated the cold. More accurately, he hated being cold but what he hated even more was the silence between his partner and himself. They had hardly even looked at each other this entire trip. When they did, they would just glare and look away with a huff. *Damn it! When is she going to stop being so damn stubborn and apologize already?* Soul fumed to himself after another round of 'glare at your partner'.

"It's because you're weak. If you were stronger she wouldn't treat you like this." A voice whispered in his head. After his encounter with Crona, somehow he had acquired a parasite he had 'affectionately' named Oni. This red devil had haunted his dreams for over a month and he seemed to have chosen now of all times to pester his conscious thoughts as well. If Soul was completely honest with himself, Oni scared him to death. He always pestered him about being stronger and giving up sanity which wasn't so bad in of itself. What truly frightened him was the red menace' hints that he was a danger to Maka. He was scared of losing Maka, so, in a way she was right; he was scared of getting stronger.

Soul was brought back from his thoughts when Tsubaki seemed to notice the awkwardness between the pair. In a small attempt at lessoning the tension she tried to make small talk while Black*Star went on and on about his greatness as usual. Eventually, Black*Star did express interest in their mission and asked Maka if she sensed any souls nearby. She did sense one but they might as well have just looked it was so close. A man materialized from the shadows and snow in the middle of the bridge.

He was a very large man, dressed in cliché prison garb complete with ball and chain. What really caught the eye was the right half of his face. On this side, he had no eyebrow. In its place was a tattoo which read "no future" in tall, thin letters. Below this unique tattoo was what appeared from the distance to be a large, milky white eye.

"What's with this guy…" Soul heard Maka mutter making him look towards her in curiosity, "His Soul's all messed up. I can't tell if he's Human or Witch People or what…"

"I DON'T CARE WHO OR WHAT YOU ARE. THE GREAT BLACK*STAR WILL TAKE YOU DOWN! Tsubaki! Demon Blade Mode!" Tsubaki objected at first but Black*Star talked her into it with little effort like he always did. At first, it looked like they were doing well. They even managed to block one of the strange man's ice spells but just as he was about to land a blow, Black*Star passed out. While the man was distracted by Balck*Star's most recent failure, Soul took the opportunity to attack, burying a bladed arm deep into the larger man's chest.

"You shouldn't let your guard down in combat." Soul smirked.

"Ya, because of my nature, I do tend to relax…" The stranger replied cryptically.

"Soul! RUN!" Soul heard Maka cry. After a moment's hesitation, he withdrew his blade and retreated to Maka's side. Even if they were angry with each other, he knew this was where he belonged.

"What is going on?" Soul wondered aloud while Maka stared wide-eyed at the stranger.

"Look!" She gasped out and pointed at the man. His wound was steaming in the cold, white mist shifting lazily in the air slightly obscuring Soul's view of the wound he had made. He couldn't be sure, but it appeared that the hole was getting smaller.

"Yes, they do that." The man said, answering the unasked question. "They always close up. I am Free, a member of the Immortal Clan. I'll show you my true shape!"

"He's a Werewolf! I can't believe they actually exist! Plus, I'm sure he's the one who stole the Witch Queen's eye!" Maka cried as the werewolf before them began to change shape with an ear-splitting howl. She called to Soul for him to transform. He did as she asked but no sooner had she caught him than she cried out in pain and dropped him into the snow.

"Maka? What the hell?" Soul yelled, sounding harsher in his own ears than he had intended. Maka stared at her hands, eyes wide with shock.

"You… burned me… I can't…. hold you." She said quietly, voice full of disbelief. Soul transformed back just in time to here the werewolf start babbling some nonsense about rules and Shibusen or some such crap. He didn't really hear him because he didn't care. The only thing on his mind was the horrific reality that he and Maka could no longer match their soul wavelengths.

He didn't have long to dwell on this. What happened next occurred so quickly he had no time to react. Before his eyes, Maka was attacked. She was thrown back with a crushing blow into a newly materialized ice pillar. Free followed up the attack almost immediately with a terrible blow from his ball and chain. Maka moved out of the way just in time. The iron ball collided with the ice pillar, shattering it to pieces and sending the shrapnel into Soul and Tsubaki. When Free tried to deal the finishing blow with a move called 'magic eye cannon', he accidently impaled himself on one of his own ice spikes. This didn't end the fight but it did buy the teens some time to rethink their approach. Maka couldn't wield Soul but she could use Tsubaki and Soul could fight on his own.

It didn't go well from the beginning. No matter how hard they tried they couldn't do any real damage to Free. Their attempt ended when Free landed some decisive blows on Maka, leaving her unconscious face down and bleeding in the snow. Soul and Tsubaki called out to her and dashed to her side. She didn't move at first but she did eventually regain consciousness. As she sat up she demanded for Soul to transform. He protested but eventually obeyed. Maka attempted to wield him inspite of her burning hands but it didn't go any better than their previous attempt. Free beat them like a drum and tossed them aside like mildly annoying insects.

Maka, now overflowing with anger and frustration, started to yell at Soul again. Soul yelled back, not helping the situation or his feelings of frustration. They continued to yell like spoiled children until Tsubaki took it upon herself to end the argument. The tender-hearted weapon's harsh words left both feeling more than a little ashamed of themselves. They were quiet for a few moments then, through her soul, Soul could here her say in a small voice, "I just wanted to be as strong as Soul. Now I want to get stronger with Soul."

"Baka, I'm not even that strong." He said with a smile. Slowly, the old familiar warmth between them returned. *We can do this*.

Together, they attempted Soul Resonance. As the technique grew in power, the Black Blood started to take over. Soul felt his reason begin to slip away. All this thoughts and fears where being drained from him and channeled into a pit of darkness. Just before he lost it completely, Soul realized what was happening and reigned himself back in. He encouraged Maka, who seemed to notice his close call, while making a mental note to be more cautious in the future.

Together they managed Witch Hunter then Maka lunged forward attacking Free and landing a blow on his tail. He pushed it back causing a deadlock. Maka kept pushing and screaming a kind of savage war cry until they broke through the Tail Wall and landed a definite blow across the werewolf's chest. Finally they were getting somewhere!

Suddenly and seemingly without thinking, Maka threw Soul aside and lunged at the fumbling werewolf, screaming curses at him all the while. Soul felt his blood freeze. Was she out of her damn mind? She was going to get herself killed.

"Maka!" He cried after her as he transformed. The vision that confronted him next stopped his heart and time itself. Maka and Free's momentum had carried them over the edge of the bridge.

"M-M-MMMAAAAKKKAAA!" He screamed as he ran forward. Maka and Free seemed to fall slowly as Soul willed his legs to go faster. Time slowed to a crawl as Maka vanished from view. Soul's heartbeat was loud in his ears; it almost drowned out the sound of his feet pounding on the snow beneath him but didn't make his thoughts any less clear. *She's gone? I-It can't be! Why would she do this? Why wouldn't she let me protect her? How could she leave me like this?* Horror, anger and sorrow swirled together in his chest, each fighting for his attention and weighing down his feet. After what felt like an eternity, he reached the edge. He had every intention of throwing himself over the edge after his meister. After all, his life held no meaning to him if she was gone. Then he saw her. She was still within his reach if only just. Acting instinctively, he grabbed her ankle then reached for anything solid to grab ahold of. Miraculously, his hand wrapped around an iron bar halting his meister's plummet to her death.

"Soul?" She gasped up at him, making relief flow through his body at the sound of her voice.

"Heh, I guess you're not as heavy as I thought." He said, attempting to keep his cool persona and hide how shaken he felt. Suddenly, she cried out in pain as she became at least three times heavier. Free had hooked her side with ice claws, swearing that if he fell, he'd take her with him. Soul strained against the added weight. His arm shook and the iron bar groaned in complaint. *M-Maka… I will never… let you go* He thought with determination as he fought back the pain.

As suddenly as the extra weight had appeared, it disappeared. Somehow Maka had been freed from the werewolf. Black*Star's obnoxious laughing carried in the air followed by a haughty,

"What would you do without the Great Black*Star!" Soul had never been so happy to hear from that idiot in his whole life. Black*Star continued to laugh as Soul carefully lifted Maka and set her back on the bridge well away from the edge.

"Are you ok, Maka?" Soul asked cautiously as he searched her body for injuries.

"Ya, I'm ok. Thanks." She answered. It felt great to be able to talk to her again. After all that had happened, he could hardly believe he had felt angry with her only an hour earlier. As he walked away leading Maka back home, he felt a small voice at the bottom of his heart assure him that he had fallen hard for his precious meister.


	6. Chapter 6

Ch 6

Soul Eater sighed as he set his head in a cradle made by his arms, allowing the warm breeze to lift his pale hair. Even though it was December, the night was still thick with heat left over from day. There was no humidity to speak of but the air still felt heavy. The Nevada Desert never experienced anything other than persistent, never-ending summer. The laughing sun cooked the parched sandy earth each day, no matter what the calendar may say. Soul enjoyed this aspect of his new home. It seemed to give a sense of permanence in a world were change is the only certainty. Despite his rough start at the academy and unexpected events, Soul was pleased with this new life at Shibusen.

Tonight, however, was stealing all his feelings of contentment as easily as a stiff autumn breeze strips leaves from a sleeping tree. Classical music drifted out the large double doors in gentle waves, attacking his final line of defense on the balcony. The sweet and all too familiar notes seemed to dance on the air, approaching to smother and drown him in nostalgia. He swirled his glass of punch in front of his face and gazed at the hypnotic motions of the dark fluid. Fate must really have it out for him, he mused. First it had mocked him with all that he had left behind when he had made his escape, then caused him to fall for the girl that was supposed to just be another tool to distance him from his past, and now he had come full-circle with this anniversary celebration. He hadn't even wanted to come but for Maka's sake, he thought he could handle it. Of course, he had been wrong. The whole atmosphere made him feel so uncomfortable he felt forced to abandon everyone and seek shelter on a balcony.

The irony was so thick and taunting it was making Soul feel nauseous. The food had looked and smelled delicious too. Shinigami-sama had really gone all-out for this celebration.

"I don't really like parties…" Soul stated the obvious out loud to no one in particular, allowing the sound of his deep voice to fill his ears, attempting to push away the suffocating music.

"Soul?" The sound of Maka's voice surprised him slightly but he managed to hide it and lazily turn his head to face her. She looked really cute tonight. Her hair was done up in almost the exact same way as when they first met. Her hair was a little longer than it was back then and its color was a little lighter thanks to all their training and missions under the intense desert sun. Delicate black flowers adorned the top of her loosely curled pigtails and the rest of her hair was left to fall elegantly passed her slender shoulders. The dress she wore was of a very similar style to her white dress too. This one also had spaghetti straps and a square cut to it but it was black. The simple dress ended in a ruffle by her calves as well but the ruffle on this dress was much more elaborate, sporting both black and white on delicate, flowing fabric. His face was perfectly neutral as he regarded her approaching him but inside he was glad that she had come.

"Don't you want some food?"

"Nah, I hate waiting in line and I don't really feel comfortable eating while standing." Soul answered honestly even though it wasn't the complete truth.

"That's too bad. It's really good…" She said while popping a small tidbit into her mouth in a tempting fashion. Soul tried not to think about how sensual her actions looked and busied his mind with her plate of food.

"Give me some of yours then."

"No!"

"Selfish…" For a few moments neither of them said anything. Soul had resumed gazing out over the city but he felt less lonely now. After some time, Soul felt Maka's eyes studying him. He tried to ignore it at first, and then she spoke.

"Hey, Soul? Is there something worrying you?" Her sudden question took Soul by surprise.

"Why do you ask that?" He had been worried by his nightmares and the demon sure, but that was his business and he didn't want her to worry any more than she already did.

"You can talk to be about it if you want." She said with a smile.

"There's nothing to talk about." He lied. Maka stared him down with a calculating gaze. He could tell she didn't believe him but he didn't feel like explaining anything as of yet. Eventually, she stopped sizing him up, closed her eyes and heaved a deep, defeated sigh.

"Am I that unreliable as your partner?" She asked sadly. Maka? Unreliable? He couldn't help but laugh at her ridiculous comment.

"What? You just noticed?" He said sarcastically, trying to lift the mood a little. She misunderstood the sarcasm in his voice and started to hit him, but he didn't really mind. He loved teasing her like this, even if it was physically painful. He was careful never to do it in front of their friends (lest they suspect the truth), but the fire that flared in her eyes when she was angry or annoyed was what he lived for. Suddenly, something seemed to catch her attention making her stop beating him. She stood still for a moment but suddenly she turned to him, delight written all over her face.

"Hey! You wanna dance?"

"What?" Soul was seriously shocked by this sudden request. What was even more shocking was the delight the idea of dancing with him seemed to give her. Soul was so shaken by her sudden bombshell he acted on instinct.

"N-no way! I hate that!" His response was admittedly more forceful than he had meant it to be but there was no arguing with Maka. She had decided this was what she wanted and she was convinced that he was good at dancing so she was not going to take 'no' for an answer. Just as she began to forcibly drag him out to the dance floor, Spirit made a convenient appearance.

"Maka! Dance with daddy!" For once, fate seemed to be smiling on him.

"That's perfect! Father-daughter time is important. Go dance!" Soul said pushing Maka towards the giddy Spirit. Before she could protest, Maka was swept away by her adoring father.

"Soul! Watch my food for me!" She cried back before she was out of earshot. Soul sighed with relief and frustration. It wasn't so much that he hadn't wanted to dance with her. It's just that dancing reminded him too much of his old life and he wanted to keep that life and his life with her separate. He was a little disappointed that she didn't put up more of a fight about dancing with her disgusting dad. Maybe she had just wanted to dance in general and it didn't matter who she danced with. A tiny tinge of disappointment passed through his heart as he turned back to the balcony and her plate of food caight his eye. * 'watch my food for me' she says. She really is a glutton* He thought darkly. He was about to look away when something strange about her food caught his eye. *That's odd. She doesn't like raw fish so why did she take the salmon? Oh…* Realization began to set in and a strange, but pleasant warmth began to fill his body from top to bottom. *Baka, you didn't have to do that* he thought as a small appreciative smile curved his lips. There was no helping it. He was touched that she had though of him. *…thanks…thanks for the meal*.


	7. Chapter 7

Ch 7

Slowly they swayed back and forth together in time to the mellow jazz drifting from the old gramophone. The antique left a strange quality in the music, adding to the 1920s surrealism that seemed to dominate the Black Room. Soul hadn't really wanted to dance with Maka earlier tonight, but here in the Black Room of his soul away from prying judgmental eyes, he was cool with it. Plus, she looked absolutely gorgeous.

Just as the black room had given him a luxurious formal suit, it had clothed her in one of the most stunning dresses he had ever seen. It was jet black and long, falling all the way to her ankles to end in an elegant and dramatic ruffle. The dark, flowing and slightly glossy material followed her long curves and ended in a strapless cut just above her bust. Here, the silky material was replaced with a fine, sheer mesh that continued over her shoulders and to the neck. Her arms were accented with long opera gloves that seemed to be made of the same material as the majority of the dress and were joined to the rest of the gown with the mesh. Finally this singular and beautiful evening gown was completed with a huge, elegant black bow tied simply at the back of her hip.

Her hair was tied in elegant pigtails, secured with delicate black bows. At first glance her gown appeared to be made of a very dark silk but as the dress swayed under his hands with her body, it appeared to be almost a liquid or even made of smoke; like he could wave the material away if he so desired. He tried to ignore the feelings all this brought forth in his mind but he'd be lying if he said he didn't like it. He would even say he was enjoying himself, if it weren't for the circumstances they now found themselves in.

Once again they found themselves faced with the Demon Swordsman Crona and again, things were looking bleak. Soul would never admit it to Maka, but he was worried. Maka, however, didn't seem as concerned. In fact, she seemed rather contemplative and distracted like she was trying to recall an old memory. The silence was becoming difficult to bear. When he could take it no longer, Soul spoke.

"Why did you come here? Did you hear the Little Ogre too?" he asked, fearing the answer.

"I'm not sure. But now that I think about it, I think I might have heard it before in our fight with the werewolf." Said ogre cut in, confirming his fear.

"Yes, I defiantly did enter you too but I was forced out shortly there after. I'm not sure why…" Maka fell silent. Soul was relieved to hear that the red menace had been removed once but he felt like resonating like this again was simply risking too much. His concern found his voice and poured out of his mouth before he understood what was happening.

"You shouldn't have come here! Sure he left you the first time but there's no guarantee he'll leave you so easily this time!" he regretted his outburst immediately as Maka looked sadly at their feet, this action sending waves of guilt through his body. They were quiet for another few moments then she timidly began to speak.

"Hey, if we're resonating like this, you can tell what I'm thinking… right?" As her thoughts echoed distantly in his mind, Soul's worry reached a boiling point causing him to yell involuntarily.

"You want to use the Black Blood to get the same madness as Crona!"

"…I knew you'd be mad…" She almost whispered. She was right, he was mad. He couldn't believe his ears. How could she even consider doing something so stupid! What if she never came back? What if he lost her forever? He couldn't bear the thought of losing her and was deeply angered and hurt that she would even consider taking that risk.

"I thought of it when I hit him with the Witch-Hunt Slash. If I get the same level of power as the demon sword, I might be able to grasp something. I might… I might be able to sense Crona's soul wavelength."

"It's too dangerous to try something like that on a whim! You may never come back!"

"I'm sorry but," She raised her head to look him in the eye and gave him a warm determined smile, "This is my conviction!"

Even in a situation like this, that smile never failed to bring warmth to his heart, but he still wasn't convinced.

"There's no guarantee you'll come back…"

"But it's worth trying, isn't it?" She was so adorable. There was no way he could refuse her and he knew it was hopeless to try. He took a deep, steadying breath then looked her in the eyes.

"Okay, fine I understand. I really like you Maka. It's you who decides anyway but no matter how far away you go, as your weapon I promise to bring you back!"

"Yes, that's the way." The silky, evil voice of the parasite was the last thing Soul heard before he was violently thrown back into reality. The madness was powerful and gave Maka incredible power; Power that seemed to equal Crona's. She stood a chance now but there was a major problem. The madness was almost too strong. Soul was fighting it with all he had but he could still feel his reason beginning to slip away. *Shit, I'm being sucked in too. If I can barley keep it back, how will I rescue Maka?*. New determination rose within as he thought of his meister.

"Maka…. I will never let you go!"


	8. Chapter 8

Ch 8

The earth shook violently knocking large rocks from their high perches to meet the tile flooring far below. Soul couldn't hear or really see anything from where he was, carried by Maka's side as she skillfully dodged crashing boulders and ran on quaking ground.

This trembling wasn't a good sign at all. Had Kidd and Black*Star failed? *Damn, we shouldn't have wasted so much time with Crona!* Soul fumed deep in his mind as he encouraged Maka to run faster. Maka made no attempt to respond but pounded her feet harder into the floor, willing herself to move faster while simultaneously trying to ignore her ragged breath and tattered, battle-torn body.

The air was growing thick with madness. The feeling was like a weight growing on Soul's chest making it hard to breathe. The weight seemed to float on the edge of thought, threatening to drain away all reason. Soul did his best to ignore it by focusing on Maka instead. He felt a stab of worry as he looks at his fragile meister. She had been injured in their fight with Crona. Blood trickled from the many cuts to drench her blouse and vest with messy red splotches then fall to the stone floor leaving a blotchy red trail. He felt concerned at the amount of blood she seemed to be losing but none of the wounds seemed to place her life in danger.

Screams echoed down the stone corridor drawing Soul from his thoughts. Another set of screams seemed to rise into the stale air and mingle until they were almost one, announcing that Maka and Soul were nearing their destination. Five bodies seemed to emerge from the shadows as they entered a huge, columned room. The room was truly cavernous and the feeling of cool nothingness was amplified to the point of causing chills by the sheer emptiness of the place. The floor was decorated with an image of three huge eyes turned on their side. Symbols and geometric shapes accompanied the eyes and all were drawn messily with what appeared to be long dried blood. The only thing in the lonely stone cathedral other than its stone columns was an alter located at the far end. The alter itself was gigantic in its own right but its impressiveness was mostly lost, dwarfed as it was by its surroundings. Maka seemed not to see her impressive surroundings. Her bright green eyes sparked with determination as they remained locked on the five people standing in front of the alter.

Soul recognized three of the figures to be Kidd, Black*Star, and Free. The fourth person appeared to be a witch with light blue hair. She was on her knees facing a truly frightening creature. It appeared to be human and at the same time it didn't. It was terribly lanky and thin, so much so that its joints seemed to stick harshly against its ghastly skin as if threatening to tear through. It seemed like it wasn't clothed at first but had long appendages like an insect. As Maka continued to run, Soul realized with a sickening shiver that what he had thought to be appendages were scarf-like wrappings that snaked around its stick thin body. The scarves were the exact same color as its sickly skin leading Soul to believe that they were made from the monster's own hide.

"Kishin!" Maka cried as she willed her ragged frame to move even faster.

It stood hunched over and face to face with the witch. They both screamed at the top of their lungs. The Kishin backed off and screamed some mad nonsense before breaking through the solid stone ceiling to make its escape.

Large rocks crashed all around them as the Kishin destroyed the ceiling. Seemingly undeterred by the danger, Maka lunged for the Kishin and managed to grab a trailing flesh scarf. The effect was immediate. The pair was violently dragged through the hole after Asura. Rocks and other debris bounced off the cool metal of Soul's scythe form. Maka gathered her senses quickly and thrust Soul's blade into the side of the impromptu cavern with all her might. Maka's grip was impressive. Sparks flew as Soul's blade was dragged upwards despite the rocks resistance. Asura was strong. They weren't even slowing him down but Maka still struggled desperately to stop him. All resistance gave suddenly as they reached the top, freed from the rocky cavern and thrown violently high into the air.

"Maka!"

"We can do this! We Have to!"

THUD. A falling rock struck Maka's head hard. Her body immediately grew limp, allowing the Kishin to escape her unnoticed grasp. Soul felt butterflies in his stomach as his body became weightless. They were falling and Maka was unconscious, unable to protect herself from the deadly fall. Understanding filled Soul to the brim. He knew what must be done and he was happy to comply. Quickly and smoothly he transformed out of his scythe form and reached for Maka. He wrapped his arms around her slender, bleeding body and pressed her firmly against his chest, manipulating their bodies so that he would hit the ground first. For the third time in his life, Soul fully accepted death if it meant keeping Maka safe. He loved her with all his heart. He would never let her die. Ever.

Soul felt a shockwave of pain as they hit the ground. Or at least he thought it was the ground. With a harsh cracking sound, whatever he had hit gave completely. Splintered wood flew everywhere as he dropped onto the contents of what obviously had been a wooden crate. Soft spheres flattened beneath him as they cushioned his body. Soul held his aching head for a moment then looked around to see what had saved his life. An escaped orange rolled lazily away in silent answer to his mental inquiry. He gave little mind to this miracle as he busied himself with Maka, checking her for injuries. Maka seemed to regain consciousness momentarily as she reached passed Soul for the Kishin Asura who was floating high over the city

"Kishin… must stop…" Her hand fell as she lost consciousness again. Soul smiled slightly, amazed by her determination. Gently he held her close in a loving hug.

"You did well, Maka."


	9. Chapter 9

Ch 9

The world had changed a lot in only a few short months. The Kishin Asura had been revived and escaped. A few weeks later, Arachne had returned. Now Shibusen was at war with Arachnophobia for the first time in over 800 years, a war that wasn't going well; especially after their devastating loss in the Battle for BREW. Knowing that BREW was in the hands of Arachnophobia, things were looking particularly bleak.

Not all was bad though. Crona had been doing a trial attendance at Shibusen and he seemed to be fitting in well. Soul was pleased to find that he and Maka seemed to be getting closer despite the chaos. He felt that now he was closer to her than he was with any of his friends, even Black*Star. Soul put the last dish away and took off his apron. He glanced over at Maka as he walked to his room to change for bed. She was sprawled out on one of the couches and was silent. He assumed she was reading as was her nightly custom and left her to enjoy her book.

A few minutes later Soul strolled out of the bathroom and into the living room to find that Maka hadn't moved. He approached her to say good night as was his recent nightly custom to find she wasn't reading as he had previously assumed. She lay across the couch in flannel pajamas with the back of a hand resting against her head as she stared intently at the ceiling, lost in deep thought.

"Good night, Maka." He said, hoping to break her from the trance. She didn't seem to hear him. She lay still as a statue, the world completely forgotten and had been for a while, judging by her stone cold cocoa on the coffee table. Concerned, he leaned over the edge of the couch, finally catching her attention when he spoke.

"Hey, what's wrong? You've been acting weird since you got home." Soul asked, trying to hide the concern in his voice.

"Ah… ah… yeah…" She muttered, still obviously distracted. Soul paused a moment.

"Did something happen?" He asked, not bothering to hide his worry this time.

"Yeah." She admitted as she slowly sat up. Soul turned away from her hiding his face and sat on the arm of the couch. He wanted to talk to her, find out what was wrong but he didn't want to risk his face betraying him, expressing emotions he wasn't ready to show.

"Is it better for me to not know?" He asked, feeling depressed.

"Yeah, right now it's a little… Tomorrow. I'll tell you tomorrow." Soul risked a sideways glance at his precious meister, allowing a scarlet eye to meet her yearning emerald gaze. He sighed and turned away again. He wasn't happy with her answer but he trusted her. For her, he could wait.

"No rush… Whenever is fine." He tried to say as nonchalantly as possible. "You should hurry up and go to bed too." He added as he left for his own room.

"Yeah. Goodnight." She called after him. He didn't look back. If he had, he would have seen the small, almost loving smile Maka wore for him as she watched him leave.

/

Soul yawned sleepily as he leaned against the stone walls of the dungeon-like "guest dorms". Maka had gotten them up earlier than usual that morning so she could visit Crona before classes began. Ever since the Kishin incident, they had grown very close and Soul'd be lying if he said he wasn't jealous of the bond Maka and Crona shared. Not that he really had any right to complain. Sure, he had admitted to himself that he cared deeply for his meister but he hadn't had the courage to tell her, at least not out loud.

He never was good with words, always preferring to let his actions speak for him. What tore him apart inside was that his actions over the last 18 months practically scream his love for Maka but she hadn't seemed to pick up on it… or she wasn't interested. To his dismay, her apparent interest in the Demon Swordsman added credence to the latter option. The realized this about a month ago. It had pained him greatly but he didn't want to cause Maka any more pain or drama than was necessary, so he hid his feelings by playing the role of a silent but hopelessly devoted servant.

"Crona!"

Maka's sudden scream shocked and dazed Soul. Within three long strides he was at the doorframe where something small and light collided hard with his chest.

"Crona! Crona's gone!" Maka shrieked into Soul's body from where she had buried her head. The fingers of her left hand twisted into the fabric of his orange t-shirt while her right hand was twisted into a fist and was driven repeatedly into his chest.

"Wh-What?" Soul gasped, his mind still processing that it was Maka that had nearly bowled him over. He caught her tiny fist in his hand to stop her from pounding him with it (her boney knuckles hurt) and steadied her with his free hand on her shoulder.

"Crona's gone!" She repeated, her voice climbing another octave, "It's all HER fault I just know it! That bitch! I should have done something! I could have stopped this! I knew she was in contact with Crona but I… I didn't do anything!" Maka's voice dissolved into hysteric sobs.

"Calm down Maka! It's whose fault? Who was contacting Crona?" Soul asked.

"Medusa!"

"How is that even possible? Medusa is dead!"

"I don't know how but I saw…. I saw…. Eruka talking to Crona yesterday…. about orders from Medusa." Maka wailed before dissolving into more hysterical sobs. Slowly, her words began to sink in. *So that's what she didn't want to tell me* He wrapped his arms around her frail, shaking form and held her close. She didn't fight him. She even seemed to willingly accept his comfort. He tried to ignore the marked increase in his heartbeat.

"We need to report to Shinigami-sama."


	10. Chapter 10

Ch 10

Soul was impressed at how well she had managed to pull herself together and bravely report what she knew to Shinigami-sama. He was sure it was the Death God's assurance that they would find her lost friend that truly calmed her. Life continued on like normal but with a much more somber attitude. The gloom even seemed to have spread to Shibusen. The halls were eerily quiet but Soul attributed that to Tsubaki and Black*Star's absence. They had left on a temporary leave of absence and ironically they had left the same day as Crona.

Soul missed his friend but their leaving really seemed to affect Maka. Three of her closest friends had just happened to leave on the same night. She hadn't spoken much about it but Soul could tell she was depressed. To tell the truth, Soul felt depressed too. He couldn't say with honesty that he was sad Crona was gone. A small part of him felt glad. Not that he had any true ill feelings towards the timid pink haired girl-boy but he felt like he finally had Maka to himself again.

He loved teasing her. Poking fun at her small breasts and reading habits not only helped to hide his feelings but he got to see her eyes burn with the wild emerald fire he lived for. He had teased her light-heartedly trying to lift her mood but it didn't help. He didn't even get the reactions he usually got. Instead of yelling and/or Maka-chopping him into oblivion, she would look at him with sad eyes and leave for her room or the library with barley a word. *Oh man, this is sooo not cool*

So, Soul now found himself beside Maka before the extracurricular lesson reception board. He figured a mission would be the most sure-fire way to take her mind off her depression. It seemed to be working so far. At least, she wasn't sulking anymore. Maybe they would get a cool mission. Soul stood back from the board, giving Maka some room as she browsed the posted missions. Kilik was also there but Maka hadn't seemed to notice yet since she reached for the same mission Kilik seemed to be interested in. She finally noticed him when their hands bumped on the mission.

"Ah, Kilik… You're taking this mission too? It's not suited for you, is it?"

Soul sighed to himself as he watched the two interact. He had time to kick off the wall he was leaning against and meander over to the board by the time Kilik handed the mission over to Maka.

"Hey Kilik, aren't you more suited for this one?" Soul asked, gesturing towards a posting that had caught his eye. Kilik's mood lifted as he read the paper.

"Ohh, this one's good. Hmm? There's something written on the back." Kilik flipped it over and studied the back. "It's Black*Star's signature. Did he plan on reserving this mission?"

"It does seem like one he'd take." Soul confirmed in an offhanded manner.

"Black*Star…" Maka's small voice made Soul's eyes swivel back in her direction. Damn, he should have thought before talking! The casual discussion of the arrogant ninja had caused Maka's face to wilt again.

"It's so quiet without them…" She continued in a small, depressed voice; even Kilik fell silent, obviously troubled by her display of depression. Soul watched her with sadness in his scarlet eyes. He understood how she felt, he really did. He understood that her sadness had nothing to do with him but it was killing him that he couldn't seem to help. He deeply wished he could make her happy with his companionship the way she did for him but it didn't seem like that was enough. In fact, she seemed to take him for granted. Her continued placid indifference towards him did sting but it didn't deter him. He would always be beside her, even if she never noticed.

Maka took another deep sigh and glanced down at the paper in her hands.

"Huh? There's something written on the back of the 'factory' one too. 'Leave this kind of boring lesson to Maka. From the strongest, The Great Black*Star!' " She read allowed, a vein throbbing in her forehead as she finished. She glared death at the signature for a moment then she stomped over to the woman at the reception desk to take the mission.

"She sure hates to lose…" Soul sighed as he watched her controlled conniption.

"Let's go Soul! We are going to complete this lesson!" She announced as she stomped passed her devoted scythe without so much as a glance at him.

"Then let's go invite Kidd's team…" Soul suggested as he fell into step behind his meister, waving back at Kilik as he left.

/

Siberia, the land that never thaws, positioned far to the north in Russia and the location of their current mission. Soul found himself in this huge expanse of frozen wasteland with Maka, Kidd, the Thompson Sisters, and, for some reason, Blair. Thick fog turned the air white and cloaked whatever was clinking and humming deep within its core. Occasionally, a frigid gust of wind would lift the heavy veil providing the teens with a brief glimpse of a huge structure. An 'abandoned' factory sprawled before them. It felt particularly foreboding, its many dark grey towers and buildings cast as they were in deep shadow. It was partitioned into many buildings yet maintained a strange feeling of unity, as if it was all one large organism. This strange feeling of life was severely amplified by the mechanical heartbeat and steamy breath rising from the small city.

"This factory is abandoned, right?" Kidd asked in a hesitant voice. He was beginning to feel like he may have gotten the wrong information about this mission and the perfectionist hated going into anything without accurate Intel.

"Ya, and supposedly no one has come or gone in over six years" Was Maka's succinct and thorough answer. Soul expected nothing less from his bookworm.

"Even thought there's steam… and mechanical noises…" Soul added, trailing off as the mesmerizing steam caught his eye with hypnotic boiling and churning in the frozen air.

"Maka, do you feel anything?" Kidd asked

"Not yet…" She turned to gaze up at the nearest tower, "Let's start by going inside." She moved towards the nearest gap in the wall, an old, rusted ventilation shaft. She was just about to climb in when…

"WAIT!"

"What Kidd? What is it?" Maka asked the young Shinigami.

"Are you really going to enter through there?" Kidd asked the blonde with a look of disgust on his face. Maka nodded. "Don't joke around! How is THAT an entrance? It's just a vent!"

"I don't know…" Maka answered his rhetorical question. She was feeling more than a little stunned at her friends sudden outbursts and resistance. "I guess there are many other places we could enter from."

"In that case you guys go on ahead. We'll find the proper entrance to enter through!" He responded with a little too much delight.

"Ugh… what EVER. Let's go Soul." Maka said, voice dipping with exasperation. Soul climbed into the rusty vent behind the miffed meister. He thought she should have known it had to do with his OCD but he had hoped too that Kidd would be able to put aside his little issues long enough to get through one mission. He had only suggested inviting Kidd and the Thompsons along because he felt it would be good for Maka. It wasn't like he needed there help after all. He was too cool for that but still he had allowed himself to sacrifice a few cool points to cheer up his meister. It was just his luck that his plan would backfire this spectacularly. Not only did it not cheer her up but now she was mad as if to rub in that his poor cool points had died in vain.

His mental mourning of coolness was rudely interrupted by the vent creaking and groaning loudly. It was protesting the disruption of its long peace and seemed to be threatening to break. Soul was sure it'd hold but the creaking combined with the guttural mechanical echoes from deep within the 'abandoned' factory was sending chills down his spine. He didn't like the feeling the place was giving him.


	11. Chapter 11

Ch 11

Something wasn't right. Soul just knew it and it was more than just the obvious that this was not an entirely abandoned factory. There was something far deeper going on here. As soon as he, Maka, and Blair were out of the ventilation shaft, Soul shifted into his scythe form. He felt a little better this way since Maka had more protection with this arrangement; plus there was the bond. A special bond had appeared with their first Soul Resonance and had grown stronger each time. Since the battle for BREW, the bond no longer needed Soul Resonance to link their hearts. He felt her every time they fought together; emotions, concerns, even some of her thoughts were open to him. It almost felt as though they were one person when they fought together. He loved the closeness this new experience brought but was leery of it at the same time. It had occurred to him that if the bond was allowing him to feel her emotions then it was undoubtedly doing the same for her and there were some emotions he wasn't ready to share just yet.

Maka moved to begin her initial search, jarring Soul from his thoughts while Blair trotted happily by their side. It was clear no one had come or gone in at least a few years. The atmosphere was thick with rust and decay. The dials were frozen and all visible machinery was rusted and still, taken by death long ago. Despite the obvious death around them, a deep, rhythmic and automated harmony pulsed through the metal building like a booming heartbeat and steam hissed as it rose and fell like rasping breath. The feel of it all sent chills down Soul's spine.

"Maka, you still don't feel anything?"

"Nothing…" Maka responded, her voice full of obvious confusion. She peered around warily out of habit but at the same time, she seemed oddly relaxed. Soul assumed it was because nothing was being picked up by her Soul Perception. Instead of feeling relaxed, Soul felt even more distrustful. He didn't possess a 'soul radar' like his meister, but he could sense danger as well as the next guy and he was starting to wonder if her special abilities were dulling her instincts. He was so busy observing his meister, Soul completely missed the strange man behind them; alerted at the last second only by the creaking of pipes.

Maka heard it at the same moment and whirled around to a frightening sight. Pipes from the factory walls had awoken, slithering like metallic snakes as they propelled themselves towards the weapon and meister with frightening swiftness. It was too late to react. The pipes quickly twisted around the duo, firmly trapping them in darkness.

"Dachichichichi! On the first try. How easy."

Maka was shocked. There had been someone watching them the whole time and she never knew it, never felt their presence. She fought her bonds, trying desperately to at least free Soul. If she could do that, they may have a chance.

Soul felt Maka's surprise and fear. It echoed through the bond with disheartening clarity. He could feel her arm struggle against his handle but he knew it was no use, the pipes held him fast. The only thing they could do was wait.

"Pump pumpkin, Pumpkin!" A flash of light then and explosion assaulted Soul's senses followed by the feeling of cool ancient metal shredding and falling away with a groan.

"Don't take me lightly!" Blair chuckled as the room came back into focus. Maka faced their attacker. He was a creepy sight. Soul wasn't even really sure what he was. He floated a few feet above the ground and laughed insanely as he stared at them with wide staring eyes. His head seemed stretched and his face molded into a permanent, unnatural smile, framed by dark blond dreadlocks contained mostly by a simple stained grey velvet hat. His skin was ghastly and his lanky body seemed loose and lithe like a long rotting corpse.

The phantom was dressed in what appeared to be a white, long-sleeved dress shirt. A red neckerchief held the high collar in place and over the shirt was a rough-looking green and black striped vest which was held tightly to his lanky frame with a wide yellow belt which was held in place with what looked like large steel rivets. Black, loose pants covered his upper legs and were tucked into filthy grey knee-high socks which ended in simple grey riveted boots. He hung there, laughing manically at them as they stared back. Eventually, Soul's repulsion of this… creature faded enough that he could think again. The same seemed to be true of Maka.

"So you finally came out. What are you doing in this factory?" She interrogated, hiding any hint of fear. The phantom continued to laugh as if he hadn't heard her but he did eventually reply.

"Kishin-sama has been revived. I've been waiting for this moment. Everybody is doubtful of themselves. Kishin-sama will wipe out all those doubts with a single light. I am the 'Flying Dutchman' a prisoner of insanity." The phantom spoke in a slow, deliberate voice as his head bobbed from side to side. Well, 'flying' was right but 'Dutchman'? *I guess when you're crazy you can be anything you want* Soul mused.

"You're a servant of the Kishin?" Maka asked, her interest piqued.

"This factory is the cradle of insanity and 'the clown' will raise his first cry here… The one who will give people their freedom… Now then, both of you from Shibusen…" The Flying Dutchman trailed off, tipping his hat in farewell as he melted into the factory wall.

"Wait! You know the location of the Kishin, don't you!" Maka cried after the Phantom Dutchman as she ran to stop him but it was too late.

"Prepare to be immersed in the terror of this factory." The Dutchman disappeared, leaving only this last message behind him to fade as he had. Maka placed her hand carefully against the spot the madman had disappeared through only to find the cold steel very solid and undisturbed. Another close creek caught her attention. She whirled around and looked up to see more pipes slithering rapidly towards them.

"Maka!"

"Yeah!" Maka called, signaling to Soul that she was ready to fight.

"Witch-Hunter!" They cried together, slashing pipe after pipe with ease. More pipes took the places of their fallen comrades within seconds. Maka cut them down like wind through tissue paper but the kept coming faster and in greater numbers. Maka screamed in frustration and urged Soul to resonate with her further.

"Whirlwind Cutter!" The last of the pipes fell before their combined might. A cry rose form somewhere within the walls and Blair squealed as a slash narrowly missed her. Soul chuckled a little at the unintended friendly fire. He was enjoying the power he and Maka possessed together and honestly didn't mind hitting the flirtatious feline for all the torture she put him through. However, Soul underestimated how much strain the whirlwind was having on Maka. Her power momentarily spent, she collapsed beside Blair.

"Just a little break…" She muttered from the ancient tile floor. Eventually she sat up again, holding her spinning head. Blair had run off in the confusion and she had no clue where the Dutchman was. As far as she knew, they were alone for the moment.

"You ok Maka?" Soul asked. She groaned in response, head still pounding.

"Where'd he go? He isn't coming out at all…" Soul muttered as he scanned the room.

"Can't you feel his soul wavelength, Maka?"

"I can see it for sure but it's somewhat dim. It seems like he's hiding in the steam…" She froze mid thought, something else stealing her attention completely. She spun to stare intently at a corner of the ceiling.

"What? Something else is coming out…" Soul gasped as something moved and was still. Whatever the thing was moved again and proceeded to disconnect itself from the factory wall. Soul's breath caught in his throat. He had never seen something so terrifying in his life.

"I am the Clown… the one who invites people into insanity."


	12. Chapter 12

Ch 12

"I entice people to insanity. I was born in this factory... as the contagion of insanity."

Covered in short hair like a spider, tattered and pieced together like a escaped specimen from Stein's laboratories; The Clown towered over Maka and Soul. It was a very good thing Kidd wasn't there at the moment. The asymmetry of the creatures face alone would have driven him into madness. Only one of the creature's appendages, the left arm, even resembled having been human in nature at one point. The legs were nothing more than lumps of what might be flesh stretching for the tile floor. About where the knees should be, the grey 'flesh' peeled back revealing black curved bone-like structures which glistened in the low light as they supported the frightening chimera.

The long sinewy twist of skin and bone forming the left arm protruded from under a large wrap of flesh that substituted for a shoulder and was the same color rotted flesh. The hand adorning the tip was powder white. Its palm was small and almost perfectly circular. The fingers that extended out from palm's axis were slender and long like spider silk. Its right arm seemed to be made from a single massive curved claw which ended with another spidery and pale hand that seemed to have been tacked on as an afterthought. This hand had shorter fingers but they were tipped with thick, wicked-looking claws.

The creature's torso was truly chimerical in nature. It only resembled a torso in the vaguest sense of the word. In fact, it appeared to be constructed of the remains of three other unfortunate creatures literally braided together. Short 'feelers' protruded from the Clown's left shoulder, but seemed to serve no purpose. They appeared to have once belonged to the unfortunate creature that now stretched and twisted around the Clown's neck.

The neck was very long, so much so it towered over the relatively bulky body. It was slender and pale white like its hands but was covered in square scales. A small, heart-shaped head was perched on the tip of the narrow neck. A perfectly round red nose sat in the center of the face. Just below the tomato nose, a wide toothy grin was positioned. It was so perfectly fixed that it almost seemed to be painted in place. The face was powdery white and cracked, as if it was just a mask. A curved slit adorning the right side and a tiny, almost circular punch on the left posed for eyes; the illusion completed by an eerie orange glow filling each slit. The wretched glow was brightened by the shade provided by the imitation jester's hat. The 'hat' sported bright colors but it was obviously not made from cloth.

This creature was truly the stuff of nightmares but oddly enough, it did resemble a clown. Soul made a mental note never to make fun of another Coulrophob ever again as he forcibly tore his eyes away from the walking nightmare to check on Maka. She stood and stared unblinkingly at the creature. Soul couldn't blame her but she wasn't coming too.

Slowly and with creepy deliberation, the clown reached up to its face and tore off its nose. Almost immediately, a new one took the place of the removed nose. The clown lifted its hands and head as the removed orb began to circle its rotting head in a kind of mock juggling.

"Play… with me…"

Without warning the creature attacked, launching dozens of red orbs towards the young weapon and meister. Somehow, Maka and Soul blocked all of them, the first time.

"They're ricocheting back!" Soul warned but Maka couldn't move fast enough. Several connected with her back, each landing with a sickeningly audible thud but Maka was able to shake it off and keep fighting. There was only chaos until one of the bouncing balls collided with the Clown's jaw. Its face swayed back lazily with the force of the impact then rolled back forward. The mask on the right of its face was shattered, pieces falling to the floor, revealing smooth skin.

"W- What is that… a person?" Soul asked aloud.

"That's… me!" Maka cried as she locked eyes with herself. She froze immediately and her body went limp but she didn't collapse. Slowly her arms fell to her sides, her unblinking eyes fixed on the Clown.

"Maka? What's wrong?" Soul asked not bothering to hide the worry in his voice. Maka didn't answer. She kept staring at the Clown for a while then she stared to move forwards.

"Oi? What's wrong Maka?" Soul tried again. This situation was going from bad to worse and he felt helpless to stop it. His worry was escalating and he was beginning to lose his temper because if it. Still Maka was silent as a doll. Soul was starting to notice that she wasn't even walking forward; she was being dragged like a puppet towards the creature.

"I guess a weapon wouldn't understand this situation." The Clown said to Maka with a smile in its voice. It had a firm grasp on her soul and was dragging her towards a waiting embrace, its form becoming more and more human as she was dragged closer. Maka couldn't move, she couldn't look away, she couldn't even speak. All she knew was terror. Tears welled up in her eyes as she struggled to speak.

"Soul… No…." She whispered.

"Come… to where I am… I'll grant you true freedom… come…. Come!" Maka's doppelganger spoke, its words frighteningly silky and alarmingly comforting. Her fingers that were wrapped around Soul loosened and he fell to the ground with a loud clang.

"Maka!" He cried, trying to snap her out of her trance. The clown reached out and took Maka's limp body lovingly into its arms. Soul felt something snap as he watched. The thought of another person laying their hands on Maka was enough to make him feel sick. The sight of someone touching her made his blood boil. Seeing the Clown putting its polluting hands on her body, defiling his meister heart, body, and soul was enough to drive him into madness. He transformed immediately.

"You bastard!" He screamed at the Clown as he lunged forward, far too late to save Maka. More pipes flowed from the floor, surrounding and blocking Soul from his precious meister. The last thing he saw was her terrified eyes staring back at him, begging for his help and the clown grinning triumphantly at him before they disappeared together within an iron prison.

"MMAAAAAKKKAAAAA!" Soul screamed as he grabbed the pipes and slammed his head against them, hard. Blood oozed from a cut on his forehead to stain the silvery pipe but it didn't matter. She was gone. He could have stopped this but he didn't. His eyes were wide and unblinking as he tried to take in the situation. He was going to kill that fucking clown. He had a reputation to protect. Nothing touched Maka and lived. NOTHING! Madness was rising within him. He could feel it. It brought with it intense desire to slice apart the iron separating him from his meister and ripping the clown apart. He couldn't though. He fought back the madness with the knowledge that slicing through carelessly most likely meant harming Maka too. With this he was able to gather enough reason think. He had to think.

"Maka! Can you hear me!" No answer. The madness was rising again but he had to resist. He was going to get her back he just needed to think. In desperation, he did the first thing he could think of.

"Maka! Sense my presence!" He leaned his head back against the piping and closed his eyes, praying this would work. "My soul wavelength…. Please… sense it…"


	13. Chapter 13

Ch 13

Soul concentrated hard allowing his surroundings to fade away. He stood in the black room once more but this time, things were a little different. He stood in the large, open circular portion of the room that housed a shining black grand piano. Ringing the room were tall brass lamp stands. There were no ornaments on the golden stands except for a tear-drop shaped loop that flared at the top, very simple yet full of polished elegance. A single black candle sat in each stand and boasted a bright blue star-like flame. The flames did not flicker nor shed smoke. They didn't even really burn or provide light. They just stood silently on the edge of the room, shining like distant electric blue stars. There was a white ambient light that robed the piano but it didn't appear to have a source. For the moment at least, the damn parasite was no were to be seen.

He stood beside the polished piano and waited anxiously. Memories of the battle for BREW flickered through Soul's mind as he glanced at the shiny instrument. That was the last time he had played it, when he had broken his personal vow to never play again. He had known then that it was impossible to keep running. He could keep denying it and turning his back on it but the piano would always be a part of him. Was it really so bad? He had never really resented playing the piano. In fact he often enjoyed it, especially at the beginning. However, the experience had been quickly tainted by huge expectations and juxtaposition to Wes and his violin. Before long, the piano had come to represent all of his inadequacies and what he could never be. But was that how it really had to be? Maybe it was just possible to separate the two. Just because he played the piano still didn't mean he was still a prisoner to his old life. Plus it had proven to have great power. A power he hoped to harness now and use to save Maka; even if it was dangerous.

After a few long agonizing and breathless moments, Maka appeared before him. He allowed is tense frame to relax, relieved that she had come. She didn't say anything as she smoothly approached him. She just gazed at him with a curious look on her adorable face. Something was wrong. He could only see one of her shining green eyes. As she came out of the gloom into the light of the piano, the sight of her face deeply worried Soul. Covering half of her face was the shattered, powder-white mask of the clown. Where her other eye should have twinkled a glowing orange horizontal slit sat.

Soul allowed his face to fall as he studied the mask. When she was within his arm's reach, he carefully brought a hand to her face and gently touched the frightening mask. Still she was silent and Soul wasn't sure how to break the silence. Gingerly, he rubbed the mask's surface with his thumb before allowing his hand to fall away. She seemed calm and uninjured for the time being so Soul decided to worry about the mask later. For now, he needed to calm her before she slipped further away from him. He turned towards the piano and glanced back at her over his shoulder.

"Maka…" He almost whispered, not bothering to hide the love in his voice or the affection in his face. Here in the Black Room, there was no point in hiding one's feelings.

"… Have a seat." He said a little louder while gesturing towards the piano bench. Silently, she obeyed, still eyeing him curiously as she moved. When she entered the soft glow surrounding the piano, her clothes seemed to disintegrate and swirl around her slight form. Without pausing, she moved closer to the bench causing the mist to darken, shift and re-solidify into the elegant black dress he had seen only once before. She glided to the bench and sat elegantly… on the edge. Soul almost laughed.

"Not there on the edge."

"Ah… Ok…" She stuttered, obviously surprised. It was really hard to suppress the laugh this time. She could be so cute sometimes.

Silence fell between the pair again as they gazed at the piano. It seemed to pulsate with power and creaked eerily in the silence as if it were begging to be played.

"Well?" Soul finally asked.

"What?" Maka responded still confused.

"Didn't you feel it and hear it before? There's insanity in my piano."

"That's not true. I don't know much about music, but I really like your piano playing."

"That's because insanity has the power to fascinate people." Soul explained, sounding far too old to his own ears. He tried not to think about it and continued, "Insanity gives you power. I realized it when I was playing the piano before, during the battle for BREW." Soul looked up from Maka and continued, thinking allowed for a moment, hoping Maka would understand what he was trying to say.

"You should understand it the best, right? While terrified… a soul frantically trying to resist falling into insanity… Maybe, that's where true strength lies… Maybe, that's what makes it so fascinating." Finding his point, he looked back at Maka, "If insanity is the source of power, what do you think that power is?" Comprehension seemed to spread across Maka's face and pieces of the clown mask began to crumble and fall away.

"Courage." Maka answered confidently. Soul released a small breath he hadn't realized he'd been holding. She did understand after all.

"Insanity is the source of courage…" Soul mused, "That might be a bit of a stretch but let's believe that."

"Soul…" Maka said as she looked up at him, a warm smile forming on her features, "We should tell that to Chrona too." Soul's heart stung at her words. Chrona again… He sighed, just barley stopping his eyes from rolling. He had to remember what was important right now and worry about being jealous later. He glanced down to see her sitting with her hands over her heart and her eyes closed.

"The depth of my courage… I can't see the end of it at all yet…"

"Maka, give me your hand." Soul reached out and surprised Maka by taking her hand as he spoke and guided it towards the piano keys.

"I can't see souls like you can, so let me hear it. Just one note is fine, of the sound you have chosen, Maka." Soul closed his eyes and allowed Maka's hand to hover, glide and settle over a chosen note. A sharp 'Ping' filled the otherwise silent room…

The power of a strong soul wavelength ripped through the piping like a violent wind ripping through tissue paper. The sheer force of the blast knocked Soul backwards and forced him to shield his face momentarily. As metal shrapnel fell noisily on tile flooring, Soul uncovered his face and gazed with pride at the destruction before him.

" 'G' huh? Straightforward… It fits you Maka." The dust cleared and a powerful and determined Maka was reviled to the young scythe, bathed in and surrounded by her soul wavelength. Soul's face split into a wide, sharp-toothed grin as he transformed and settled in Maka's hands. He knew now they defiantly had a chance.


	14. Chapter 14

Ch 14

The massive doors to the Queen Spider Lair creaked open with a deep groan. Soul, Maka, and Medusa stood in one of the many bleak stone corridors within Baba Yaga's Castle, staring up at the massive and ornate double doors, the final barrier protecting Arachne. The others had obviously accomplished their mission to destroy the eight pillars. Soul pushed away stray thoughts and concerns about his friends in favor of focusing on the current situation.

About two months ago Medusa had shocked death city by showing up alive and in the stolen body of a five year old girl. She had gained Shinigami's favor (at least somewhat) by handing over BREW, exposing the identities of 3 witches hiding in Death City, and revealing the location of Baba Yaga's Castle, the headquarters of Arachnephobia and home of the Witch Arachne. She gave all this to Shibusen in exchange for one thing: leading the attack on Arachnophobia. Despite the protests of many, Shinigami-sama had decided to go ahead with the deal despite her information causing two students, Kim and Jaquline, to flee.

So far Medusa had held up her end of the deal she'd made with the Reaper but Soul was still suspicious. Medusa would never help Shibusen unless it served to benefit her greatly and directly. He just had to keep playing along until he could figure out her angle.

"So Arachne… is in here."

"Crona…" Maka almost whispered as she stared at the doors. She bowed her head and concentrated hard.

A day or so ago, Maka had interrogated Medusa about Crona and her motivations for helping Shibusen. As usual, Crona served as a convenient scapegoat to the Witch. Soul sighed deeply as he watched his meister. He knew that Crona wasn't here and never had been but he didn't have the heart to tell her. Suddenly, Maka's eyes grew wide with shock.

"Shit! A magic attack!" Medusa's words rang in Soul's ears as the world shifted and spun. His body grew stiff and rigid, all his strength evaporated as he sank helplessly to the floor. He had no idea what had happened or what he had become. He lay on the cold stone feeling useless, vulnerable, and frightened. He felt a pair of eyes burning into him. He swiveled his eyes, the only thing he could move, up to lock eyes with the Parasite.

*Demon* Soul thought as he stared up at his unwelcome visitor. He was dressed in the same double-breasted suit but his legs were stretched so he towered over the prostrate Soul.

"How unsightly…" The Demon muttered with entertainment in his voice. A large grin splitting and twisting his face.

"That is you. Try to stand up… come on" He challenged and coaxed mockingly. The cruelty in his voice was unmistakable as he repeated himself, "This is you."

"You, who don't want to seek insanity… and wants to conquer your fear… Try it….. STAND UP." Soul couldn't help it. He was afraid. He was scared to death of this imp and the black blood but never before had he felt so helpless before it. The Imp sensed his advantage and pressed further.

"Try to cut off this darkness." Soul tried. He put everything he had into moving his body. He had to prove he wasn't weak. His wooden body bobbed and tapped audibly on the stone floor in response to his efforts. The demon loomed over him and sneered at his pathetic attempts at the simple and familiar task of standing.

"This is you" He repeated cruelly, "Faking and trying to act cool, how laughable. Who are you? Take a good look at yourself…. This is who you are." Soul struggled desperately against it but his eyes and mind went black as repressed images from years ago rose to dance before him.

/

A familiar huge, elegant, and crowded concert hall appeared. Soul stood in the crowd, dressed in his finest. In front of him, at a distance holding a glass of wine stood a tall and handsome man. He had white hair and scarlet eyes like Soul but his hair was a lot longer than Soul's, almost neatly touching his shoulders. The man was quite a bit older than Soul, appearing to be 19 or 20 years of age. Soul recognized him at once; his older brother Wes. He seemed completely relaxed and accustomed to the stuffy and noisy first-class atmosphere, the complete opposite of Soul, as usual, despite their similar appearances. The dull roar of voices became clearer as he watched his brother.

"As expected from Wes Evans, the genius violinist."

"It was a magnificent performance." Wes felt Soul's stare and turned to meet his eyes.

"What's wrong Soul? Come here." Wes said. His voice was so familiar and filled with affection for his little brother. Soul stubbornly remained silent but as Wes' attentions shifted, so did the attention of the room.

"That kid is Soul-kun…"

"His younger brother seems to have a talent for the piano."

"I would like to hear it." The voices gossiped happily. Soul stayed silent and didn't move. Depressed, he hung his head. *Those who have a good sense of hearing will understand that there's no way I can be like my brother* He looked down at his hands and wondered for the thousandth time *What exactly am I capable of?* The concert hall faded away and the day he had first shown Wes he was a weapon surged to take its place. He was in a park with his brother. Wes sat on a bench under a summer-clothed tree and Soul stood at a distance, his left arm transformed into a menacing blade.

"Amazing, I don't know what to say…" Wes commented as he watched his younger brother, "It's shocking. I never thought that there's someone in a musician family like us to have the blood of 'weapon' flowing through our veins. Even granny was impressed." Honestly, Soul felt this was probably the best day of his life. *Thus, I have the excuse to escape…* He thought as he gazed at the beautiful blade replacing his arm. The solution to his problems, a reason to leave it all behind had fallen in his lap. As quickly as they had come the memories faded, leaving Soul to stare up at the looming Oni once more.

"You are calm and composed. You are able to see through things clearly at this age. You're outstanding. And… always being able to make correct judgments, not falling into darkness. Outstanding… 'that won't do', 'this is wrong', you reject any number of paths… choosing your path with cynicism. What do you want to do? How are you going to do it? What is your motive? Where do you want to move forward to? Say it!" The Oni demanded at the end of his lengthy speech. Soul tried to speak. His mouth was dry and his wooden mouth flapped uselessly.

"Hmm?" The demon asked, adding insult to injury. Soul tried harder to speak. The mouth on his face tapped audibly instead of producing words.

"Fine. Then stick to the ground forever instead of moving forward you creep; you little coward who can only move forward by using the method of elimination." The Oni started to leave, causing panic to take over Soul. As awful as the demon was, it was better than being alone.

"Until you find something to reject, you shall just lie on the ground helplessly." With those final words, the imp was gone.

/

Alone, Soul struggled on the stone floor. *I must stand up* His panicked mind thought desperately although he had no idea how to do it. *If I stand, what can I do? If I stand, what can I do?* He repeated in his head over and over. The truth was he had no idea what he was going to do once he stood up. An idea came to him *If I can stand, I can surpass the gods!* The idea felt and sounded stupid before he was even finished with it. It made him sound too much like Black*Star for comfort. *Hahaha…. Yeah right, I'm too much of an idiot for a thing like that…* Soul thought bitterly as he reprimanded himself. *But… I can't go on like this forever… This is pathetic.* Soul felt himself deflate a little as the panic drained to be replaced with self-induced depression. *Pathetic… It's just perfect for me, don't you think? Damn it…*

Despair. Simple despair took hold as he felt his wooden body seem to sink and fall away into nothing. *Damn it! Please… help me… help me…. Help ME!* He cried desperately in his mind as he felt the last of his courage melt away.

Darkness appeared. It seemed to ooze out from the tiny shadow he cast on the stone floor. It moved away and skittered up the wall, resembling a spider more and more as it moved. Long silvery threads fell from the spider and attached to his head, elbows and knees. The strings grew taught and his body began to lift. *I don't want to lie on the ground. I want to stand up… Help me* He begged the spider. His head was lifted and his face pointed upwards. The spider had taken a new form. Arachne looked down on Soul with an oddly evil yet sympathetic face. The silvery spider silk strings flowed from her fingers and attached securely to Soul. He knew she was a witch. He knew she was evil but he was so desperate and afraid he found himself begging her to help him stand.

"Let me guide you. I'll show you the path to walk on, Soul. You can relax."

*Help me*

"This darkness binds the both of us, Soul. So, you mustn't cut it.'

*Help me* A wicked smile crossed Arachne's face as she looked down on him with cruel eyes.

"Alright." She answered simply, as if she were enjoying herself. Soul was too happy to care. *Yes! I'm saved!*

"MAKA-CHOP!" Suddenly, the strings were sliced and Arachne disappeared. Before Soul could figure out what had happened, a heavy book landed solidly on his head, forcing him back to the stone floor on his face.

"Ugh…?" The spell had broken so suddenly that it was another moment or two before he recognized the throbbing pain associated with a Maka-chop. He held his head in pain before looking up at his meister.

"Hey. What are you doing?" Asked Maka as she held out her hand.

"Oh… ahhhh…" Was his articulate response to her inquiry but she didn't press. She allowed him to take her hand in silence and helped him to his feet with a smile. Soul did not smile back. The experience had been a sobering one and he felt ashamed that he had given in to despair so readily. More memories of the day in the park with Wes came to mind as he stared off into space.

"Soul… are you planning to give up on piano?" Wes asked cautiously. Soul didn't look at him but he was still visibly torn.

"What should I do? I don't know." The memories faded and an old conversation echoed in his ears, "I like the melody you play on the piano" Spoke Maka's voice. "…. Thanks." His own offered in return. He felt determination return to him. *What do I want to do? Thar has already changed since then…. I have already decided…* Maka looked at him with confusion but he ignored it for the moment.

*Maka's music has always helped me to cut through the darkness. I want to be stronger for her sake… * He looked at the woman he so loved and admired who had turned away. She was so strong, courageous, and beautiful. She had saved him from himself more times than he cared to count and he loved her more than he had ever loved anyone.

*So burn, my soul*


	15. Chapter 15

Ch 15

The day was hot. The earth cooked and cracked beneath the laughing sun, not that this was anything new. The desert was always hot but today it seemed to be getting to Soul more than usual. Thank Shinigami their new Spartoi uniforms were white. He felt like he might collapse from heat stroke if he were wearing black.

High over the wind-swept desert and against the flawless blue sky, Jackie and Kim demonstrated flying for the new Death Scythe and his partner. However, it was quickly becoming less of a demonstration and more of an excuse to show off for the airborne duo as they artfully raised high into the air then turned into a carefully controlled nosedive which scooped up in a sudden burst of speed. Soul kept his 'too cool to be impressed' persona as he watched them play. Inside, however, he felt apprehensive about all this.

"You really think we can pull off a thing like that?" He asked Maka as Jackie and Kim performed a perfectly executed loop.

"Well, you're a Death Scythe now…. I… I'm sure flying should be simple enough." Maka replied in a voice not nearly as confident as her words.

"Just because Soul-kun is now a Death Scythe doesn't mean you can fly just like that." Marie cut in, taking charge of the pair's first Death Scythe lesson, "However Maka-chan, your soul takes the grigori form, said to only appear in one in fifty million people, yes? The advanced wavelength control that a Death Scythe gains from a witch's soul it has obtained can give rise to magical abilities. If you can use that to manifest angel wings, then you may be able to fly. You have a lot of training ahead of you! Attempting to achieve flight by mastering your wavelength control is a good staring point. So good luck, little angel!" Marie finished with a warm smile. At the affectionate term 'little angel' Maka's eyes lit up.

"A-a-angel? All right!" Maka said with joy and determination.

"Maka? An angel…?" Soul muttered to himself. He must not have been as quiet as he thought since Maka turned and answered with a light blush on her face.

"And what's wrong with that?" She questioned "It would be nice to be called an angel every once in a while. With Ox-kun going around calling Kim an angel just like that… and everything…" She trailed off, the pink darkening in her cheeks. Soul didn't say anything. Honestly, he didn't know what to say. He wasn't sure how much to read into her words. The immediate implications of her comment caused his heart to race and pink to rise in his face. He hardly dared to hope that she might actually have hinted that she liked him. Almost immediately, doubt rose to shatter his new-found fragile hope. *No, she doesn't like me and I was stupid to think she might. She's just excited for this 'angel' thing and is blushing because it sounds so uncool* which it did. Soul hated this. It wasn't cool to go through this many emotions this quickly and the rapid rise and fall in his gut was making him feel sick. So, he ended the awkwardness and distracted himself from his feelings the only surefire way he knew; teasing.

"Well… if you like, I guess…?" He said as he casually returned to watching Jackie and Kim with a toothy sideways smirk. The effect was perfect and immediate.

"You're kind of pissing me off…!" Maka growled back in a dangerous voice. Soul just smiled and mentally congratulated himself. Another awkward situation coolly averted.

"What's that? You know I'm always saying you're my little angel!" Soul should have known it was only a matter of time before _he_ showed up. He shouldn't have been surprised that he appeared to slither from behind a random stone that sat beside his beloved daughter but Spirit's momentary resemblance to a lecherous snake was so uncanny Soul couldn't help but be surprised.

"I don't want to be called and angel by _you_. And when did you get here?" Maka asked smoothly, not bothering to disguise the disgust in her voice. Soul didn't blame her. He was beginning to feel nauseous again with disgust himself. Marie cut in to diffuse the situation.

"There's nobody better than Spirit-sensei when it comes to controlling soul wavelengths and women—"

"Hey!"

"—so I asked him to come help. Better get ready you two!"

"We're gonna do this, Maka." Soul announced proudly as he transformed into his new Death Scythe form. To be perfectly honest, he loved his new form. His ego was boosted further as he felt the curious gazes of Jackie and Kim who had never seen him as a Death Scythe before. He couldn't blame them for staring. There was no cooler demon weapon alive! His coloring was mostly the same but his grey coloring had lightened to a elegant and shimmering silver. His eye at the top of the shaft was much more prominent and ornate with golden wing-like accents and embellishments. His blade was much longer and curved more dramatically. It still sported a zig-zag pattern of red and black close to the handle but it smoothed out into a simple but dramatic straight line of contrasting color which followed the flow of the blade. Soul didn't have time to revel in the attention for long. Before he really realized what was happening, Maka had swung him around, planted his blade deep in the desert sand and straddled his handle.

Now, Soul usually didn't feel much while in his weapon form. While in battle he felt being swung about by Maka but it never made him feel dizzy or uncomfortable. He could feel his blade slicing through his enemies but it was more like pressure, resistance and warmth from blood. He felt pain occasionally but only when enemies would dig into his metal-like finish. As far as his meister was concerned, he felt her more in a spiritual sense than physical, feeling her thoughts and emotions. Physically, he could always feel Maka's small hands holding him firmly but she almost always wears gloves so what sensation was present usually was considerably dulled. This however, was new to say the least. He hadn't expected to be able to feel this much. Her inner thighs felt smooth and supple as they gripped his shaft firmly. Her crotch was pressed against the smooth metal of his handle, making Soul incredibly aware of its impossible softness and warmth. He was still baking from the hot sun but her heat was so different and seemed to make his very blood burn with desire. Thank everything holy and available that she was wearing leggings. Soul wasn't sure how he'd react if she wasn't.

Apparently, Soul wasn't the only one noticing the obvious awkwardness of their compromising position. Everyone was silent for a long and awkward moment but everyone decided to ignore it as best they could.

"All ready now?" Spirit asked, breaking the strained silence. Desperate for a distraction, Soul concentrated hard on Spirit's voice and prayed for instructions.

"Y-yes." Maka responded nervously.

"In order to maintain a high level of wavelength control, the weapon and meister must focus on a common image. For now, let's use the image of Kim and Jackie flying that you both witnessed."

"An image of flying…" Maka muttered to herself.

"Maka…"

"Yeah." Together, they concentrated on flying. Slowly, soul energy began to rise and swirl around the pair. Maka urged Soul to reduce the length of his blade and he felt himself smoothly obey.

"Very good. Now synchronize your soul wavelengths and form a mental image of wings." Soul closed his eyes and concentrated hard on wings as Maka did the same. The built up Soul energy condensed around Soul's head and transformed into a pair of softly glowing and very cool wings. That was when things stopped going smoothly.

Soul first felt something weird when Maka glanced over her shoulder at their new pair of wings with a disappointed and disapproving look. Suddenly, to both of their surprise, they started to very awkwardly lift into the air.

"Very good, very good Soul! Go on! Picture Maka like a real angel!" Sprit shouted up at the pair.

"A-angel…?" Soul thought, distracted from his concentration by Spirit's outburst. Maka? An angel? That didn't compute in Soul's mind. The Maka he knew was not very angelic. Hell, she was much more demon-like that he was and he's a living demon scythe! Not that he was complaining. That was what Soul loved about Maka (he liked girls with attitude after all) but that image, he found out too late, was not very conducive to their current task. Almost immediately, the damage was done. They shook and flailed violently in the air before turning over completely and plummeting the short distance back to earth. Soul transformed immediately and just barley managed to position himself under Maka to cushion her fall. He hit the ground hard, dull pain spreading through his back but he forgot about that quickly when his meister landed squarely on his stomach knocking most of the air out of him. It took a few moments to recover from the fall.

"What are you playing at? IDIOT! You suck!" yelled a fully recovered Maka as she punched Soul repeatedly around his head.

"The hell? Why's it gotta be my fault?" Soul muttered, throwing an annoyed glare at his meister over the partial shielding of his shoulder. She stopped hitting him but only so she could scream more.

"And what was with those wings? Can't I have some nice big, fluffy cute ones?"

"Does it really matter as long as we can fly?" Soul grumbled, feeling more and more irritated.

"I want proper angel wings!" She shrieked. Soul had tolerated enough.

"Man you're demanding…" He sighed. He thought about leaving it there and he would have if he wasn't as annoyed but he, like an idiot, kept going.

"Besides, what's up with this sudden angel obsession? Just because you've apparently got this grigori soul or whatever… Is it that big a deal? Seems pretty stupid…" He regretted saying it as soon as he finished. A look of deep hurt ghosted across Maka's face sending a stab of guilt through Soul's heart. He thought about apologizing but as suddenly as it had come the look was gone, replaced with rage. Soul braced himself as she took a deep breath.

"WHAT'S WRONG WITH YOU? YOU IDIOT! I WISH I'D PARTNERED WITH OX-KUN INSTEAD OF YOU!"

That caught him off guard.

"Huh? What's Ox-kun got to do with this?" Soul yelled back, feeling angry and deeply hurt. He just didn't understand her sometimes. How did this argument go from angel wings to Ox? He couldn't help it. The idea of Maka leaving him caused him to panic. He kept yelling, grasping at what straws he had.

"Hell he's a MEISTER isn't he?"

"THAT'S NOT WHAT I'M TAKING ABOUT! IDIOT!" She shrieked.


	16. Chapter 16

Ch 16

Another hot day. Soul guessed it was just Nevada's way of announcing that Summer was on its way. He stood outside beneath the intense sun in the back lot of Shibusen facing a fellow student. She was younger than him, maybe a year or two behind him. He had seen her around the school but she was not in class Crescent Moon so he still wasn't really sure who she was. She had approached him in the hallway while he happened to be without his meister asking him to meet her back here. Now that he was, he wished she would get on with it. She just stood there before him, fidgeting nervously in a very uncool manner. Soul sighed. She wasn't speaking and he wanted to go back inside and find Maka so it was up to him to break the ice.

"You called me out here."

"…"

"… So, what's up?"

"Um… that is… urrr" She mumbled, not making eye contact with him.

"Yeah…" He pressed gently. Cool guys didn't force conversation but he really wanted to finish whatever this was.

"Please be my partner one day!" She blurted out suddenly; shocking Soul and making him lean back slightly from the force or her outburst. Immediately she spun around and ran, yelling back over her shoulder "I'll be waiting!"

Forgetting all about the sun beating down on him, he stood for a few moments, blinking and trying to figure out what had just happened. She had confessed so suddenly it had thrown him off. He honestly felt bad for the poor thing. After all, not all of his fan girls were so brave. He knew she would be expecting a response but he knew he wouldn't give her one. He never did. He had nothing to give them. Nothing to offer the seemingly hundreds of girls who he had no desire for yet whose hearts he'd somehow seduced. His own heart had been stolen by a petite blonde in steel-toed combat boots and to her he would forever be enslaved; even if she didn't know it.

Feeling a little depressed, he wandered through the mostly empty Shibusen hallways to his locker. He sighed again as he turned to face his locker, trying once more to shake the thoughts and feelings dogging him. His locker opened easily but brought him back completely from wherever his mind had wandered as it delivered a stack of love letters which tumbled forth to flop pathetically at his feet *Much like their owners* he thought darkly as he looked at the pile with distain.

This was all he needed! More people who didn't get him yet throwing themselves at him anyway like cats in heat. At least Maka wasn't here to see. He always felt insecure when she saw the letters but after last week's flight training he felt anxiety and even fear about it. She had hinted then that she may leave him, even yelled that she wished she hadn't picked him for a partner. With that in mind it may not be as far fetched as he thought that Maka would see the steady flow of love notes and confessions as a green light to find another partner. Especially if she ever actually got any of the love letters sent to her. For years he had been 'acquiring' the letters from hopeful weapons and 'delivering' them to various shredders and fires but it was beginning to get hard to keep up.

Thankfully, she still had that grudge against men and believed that all men eventually cheat which helped his case some. She did seem to trust _him_ but it was difficult to defend his "I'll never cheat" platform if he constantly had women lusting after him. *Better get rid of these* He thought to himself.

"Hey, neat!" Maka's voice caught him off guard buit he kept his cool composure and lazily turned to look at her.

"Maka…" He acknowledged in his usual affectionate way.

"Popular as always." She teased with a sly smile. Soul felt unnerved as well as a strong urge to defend himself.

"They're partner request letters. Popularity's got nothing to do with it…"

"You used to get a lot of letters before, too, but that doesn't begin to compare to the avalanche you're getting now." She observed, causing Soul to feel defensive.

"I'm telling you it's because I've become a deathscythe, so the number of those approaching me has increased, is all." He said trying to wave it all off as nothing.

"Sheesh…" She responded with obvious exasperation, stopping just short of rolling her eyes at him. She seemed to get what he was trying to do but she also wasn't buying it.

"Ok, let's go home!" She teased. She slapped him hard in the center of his back causing a seriously uncool yelp to escape his lips and echo down the hallways.

"What was that for?"

/

"I, too, should be getting application-for-partnership letters since it was I who made you a Deathscythe, After all…" Maka remarked as they walked out into the hot sun. Her words stabbed Soul's heart but he had thought about this and had prepared. It was time to put his plan into action.

"Is that so?" He replied a tad too quickly. He paused for half a second, repaired his cool aura and continued in a board voice.

"In other words, if someone where to choose a partner, it wouldn't be a girl like you, Maka, with no sex appeal whatsoever… They'd prefer a girl more like… like…" He glanced around looking for the skankiest example he could find. "Like this!" He said gesturing towards the cabaret girls standing at a distance in front of them.

He didn't have to look at her to know her reaction. He could feel waves of doom and imminent Maka-chops coming off her body. *perfect* he mentally congratulated himself. *Step one for keeping Maka – destroy any and all love letters… check. Step two – make her think she's not desirable enough to attract another weapon… check.*

"In other words, all guys need is breasts and asses that are whipped like pudding!" She growled dangerously at him, unknowingly adding to his mental celebration. He was so pleased with himself, he almost missed that the three women standing before them were Blair and the two Chupacabra witches.


	17. Chapter 17

Ch 17

A bright light flared harshly in the large dungeon, casting eerie hues of green and blue upon the rough gray stone. Numbers making up impossibly complex equations swirled and hurtled themselves through the air in every direction. A book centered at the light's source flipped open and the pages flapped as a strong wind escaped its pages and whipped through the stony halls. The wind was deafening but somehow Soul could still hear the monotone of the witch's chanting, weaving the spells that would guide them into the book; to Kidd.

Soul could hardly believe it had been months since their friend had been taken. It had affected all of them deeply but by far the most affected where the Thompson Sisters. Soul chanced a glance across the circle at the pair, their features washed out and distorted by the light and swirling wind. The shadows painted a somber mask on each of their faces; one that mirrored those of the rest of the rescue party.

"Commencing dive!" Eruka's voice ripped Soul from his study as the other members of Spartoi reached forward and touched their fists together over the wildly thrashing book.

"Spartoi! This is for Kidd!" Maka shouted which was followed by the cheers of the other members of Spartoi. Soul remained silent. Cheering wasn't really his thing but he felt proud of his meister. She was always so strong and had the ability to bring them all together as a team. He even smiled in spite of himself as he watched her out of the corner of his eye. Her eyes were full of the fire of determination, her whole focus consumed by the task that lay ahead. A familiar tinge of emotion passed through his heart. He was growing accustomed to these feelings. They were becoming more and more frequent as his passion for his meister grew. These sensations were both elating and agonizing at the same time and Soul wasn't sure how much more he could endure.

A strange feeling of warmth creeping through his body drew Soul's attention back to the imminent mission. As soon as he noticed the odd sensation, it began to spread with frightening speed. He searched for the others as heat and light consumed him only to watch his comrades dissolve into brilliant light.

White. So white there was nothing; so bright it was blinding. Soul tried to search the luminous void but found he couldn't move. In an instant the void was filled with a dream-like limbo world where he was an obvious intruder. His movements felt slowed and his motions appeared blurred to his lazy vision. He felt as though he didn't as much stand as he did float in this strange universe where log strings of swirling ink lazily drifted to and fro. Words apathetically rose and fell within the depths of the smoke-like ink rivers as they snaked their way torpidly towards an unknown destination.

"So… This is the inside of a book…? I always wanted to go inside my books when I was reading them… or so I thought… but I never thought the day would really come…" Maka thought out loud.

"Oh-hO, so you like books?" A voice like an echo asked from nowhere.

"Who's there?" Soul demanded feeling on edge. In direct response to his demand, the owner of the voice appeared before him and it was the most fantastic creature Soul had ever laid eyes on. It was defiantly alive but it seemed mechanical in nature. Dull brass colored extremities just visible beneath a tattered tunic that appeared to have once been a newspaper (and one that had seen better days). The most striking and only other feature the creature possessed was an ivory shield-shaped piece of metal which seemed to serve as a head with the wide part as a 'forehead' and the pointed part serving as a makeshift beak. A carefully painted quotations, period, and upside-down question mark served remarkably well as facial features upon the polished surface of the shield.

"The index, the table of contents, the directory, call me what you will." The creature answered Soul without missing a beat.

"The Index? Of this book?" Maka questioned as she openly stared at the little floating being.

"Squizactly so… er, that is… Exactly so…" Great. The thing spoke about as nonsensically as it looked. Soul fought the urge to roll his eyes as it engaged in conversation with his bookworm meister. He should have seen this coming. Thankfully, Black*Star brazenly broke the conversation with a demand for Kidd's location. The 'index' as it was calling itself jabbered on about what exactly Black*Star had meant until Liz had endured enough.

"You're the 'index' of this book, aren't ya? Give us some guidance! We all came here to help Kidd!" The Index suddenly looked more creepy than awkward as it turned its faceless shield towards Liz.

"Oooh, Kidd is on a page quite deep inside." The Index began, finally giving the closest thing to a straight answer Soul had heard yet. "This book of Eibon is broken up into seven chapters… Kidd is in the very depths of the seventh of those chapters. A peculiar chapter it is… you cannot reach it by simply… _skimming_ through. And one cannot simply return… those who have reached it are mad…"

*And we're losing him again* Soul thought as the Index started to trail off again.

"We've already prepared ourselves for anything." Kilk told the Index firmly.

"I see. Very well then. I shall perform my role as 'index' " The thing lifted its beak slightly and chanted something in an ancient tongue. The inky rivers sprang to life and swirled together behind Index. They condensed tightly, becoming blacker and blacker until a dark portal surrounded by smoky runes was formed.

"Follow where I lead thee."


	18. Chapter 18

Ch 18

*Shit… Shit, shit, shit, SHIT* Soul's mind chanted as he looked down at his newly modified body. Everyone had to have noticed. Hell, there was no way they COULDN'T notice. It couldn't have been more obvious if his hair was in pigtails and his eyes turned green. There was NO WAY he was ever going to hear the end of this.

He examined the changes for what had to be the hundredth time in the last minute. His once lean and muscular frame was now slender, almost frail. His hair was long, almost reaching his lean waist and held back with a fluffy pink hair band. His Spartoi uniform had disappeared and was replaced with a long and _lacey_ skirt and blouse outfit. What was the most repulsive about this getup was that he didn't find it repulsive at all. He even found himself admiring the flow of the lacey material and the way it rippled with the movements of his long, silky legs. His blouse was just as lacey as the skirt and accented by a large sailor collar. He just knew Black*Star was going to tease him endlessly about Sailor Moon fetishes later. In the center of his chest sat a huge red and elegant ribbon where his breasts should have been.

It wasn't just his appearance. He _felt _weird. He wasn't sure how yet but he felt off; almost as if he had slept in a strange position and couldn't quite tell where he hurt but he had other problems. It was official. His secret was a secret no more. And after all those times he'd made a huge deal about giant breasts too. All that time spent convincing the world he was only attracted to huge breasts was officially for naught. Every nosebleed Blair had ever given him, every time he had teased Maka for not being sexy… it all paraded through his mind in mockery. Large breasts did arouse him, there was no doubt about that. He was a normal guy and lusted after curvy figures like any other, but apparently that was no longer enough to outweigh his yearning for Maka.

God, he was so flat! He was almost smaller than Miss 'Tiny Tits'! Somehow the giant bow just made them look SMALLER, adding insult to injury. How could this have happened? Why couldn't he have turned into a huge breasted, curvy slut similar to Blair? *Like that person over there* He thought. *Wait… what?*

Soul was brought back to earth when he realized he was the only person who missed the slu- er _succubus _in the corner. She had gigantic perky tits and a very full round ass separated by a lean waist which helped to form a symmetrical figure-8 body that Kidd would be proud of. The only things shielding her and simultaneously leaving almost nothing to the imagination was a simple red apron and a pair of black bitch boots so tight they seemed to merge with the skin of her shapely legs. Her face held a lusty look mostly hidden behind a solid leathery hair helmet and her mouth hung slack with her tongue hanging slightly over her teeth as she lightly panted. She moved deliberately and seductively, moaning as she stretched and panting audibly as she approached the group.

Soul grew bored of the display quickly. For the first time in his life, he was faced with a sultry woman and felt nothing. He was even disgusted at her trashy and obvious attempts at seduction. Soul rolled his eyes and landed a meaningful look on his meister only to find Maka was not looking at him. She/he was staring intently at the succubus with wide eyes, seemingly incapable of looking away. Slowly, a trickle of blood flowed from Maka's nose.

"I… I kinda think I just figured out what it's like to be a man…" Maka murmured, still not breaking her intense stare. Soul felt anger and disgust rise within him.

"Hey, what the hell's so great about that thing?" Soul asked truthfully "Oh, so 'men' just like big boobs, is that it?" Soul asked, venom dripping from his words. He felt absolutely revolted by his meister's behavior. The succubus was serving a serious smex sammich and Maka defiantly wanted a piece. The sex demon squished her ample breasts together and lightly chuckled, causing Maka's nosebleed to intensify.

"It… It's no use. I can't stop this nosebleed." Maka muttered as a deep blush filled her/his cheeks. That was it. Soul glared at Maka out of the corner of his eyes and ground his teeth audibly. His meister was lusting after someone that wasn't him and he wasn't ok with that. Normally, as a guy, he would channel his jealous rage into a quick and clean assassination of the object of Maka's attentions. As a woman, Soul found himself settling on something far more cruel; passive aggression.

"You're the worst… To think that vulgar kind of woman could get a rise out of you. Could it be that you are that _common_ after all, Maka?" Soul chided in his most sickeningly sweet voice.

"Soul… you may have been kind of a rigid guy but as a girl you're super creepy." Maka stated bluntly as she/he wiped the blood from her/his nose.

Huh? Creepy? How dare she…um, he… Maka speak to him like that! Soul opened his mouth in preparation of a long and scathing rant but it caught in his throat. He paused and for the first time really took in his meister's appearance. He had been so preoccupied with panicking over his own appearance that he hadn't really studied anyone else's. Maka stood before him in a simple pressed suit that he almost recognized. Had it been black with pinstripes instead of white it could be a twin to his own Black Room suit. A simple black tie popped against the light blue undershirt. Maka's hair was short and spiky; remarkably similar to his own except that it didn't defy gravity quite as much. Her male body was solid and slightly taller than his female body. Her face was a somber, aloof mask and as she spoke, Soul though he caught a glimpse of shark-like teeth. He gaped at Maka as realization finally sunk in *She looks like _me_*. He stared openly at his meister until a blast tore his attention back towards the succubus to find her gone. The flashing, firework like remains of a pumpkin cannon explosion outlined a mind-blowingly sexy male Blair.

"Now then, why don't we continue to the next chapter?" He said in silky tones while flashing a sexy smile.

There were those feelings he knew so well. Ironic that they were once again directed at Blair. Luckily, being a girl had some advantages… like being able to _control _lust.

"Lets do as Blair suggests, T.O.C., can you take us there?"


	19. Chapter 19

Ch 19

Soul was alone as a painfully familiar scene materialized from darkness. He was in a huge, elegant concert hall. His frilly dress and fluffy headband were long gone, replaced with a stiff and smothering wool tux. There were hundreds of people packed tightly yet somehow still elegantly into the Victorian concert hall. The audience was cloaked in shadow but Soul was bathed in scathing light from a hounding spotlight. Obviously, he was the main attraction.

The murmuring forms fell back, giving him room as he left the piano and crossed the room the same way he had hundreds of times before. The silhouettes crowded each other as they clamored for a better look at his miserable form. Hissing whispers clawed at his tortured ears as the atmosphere pressed painfully on his chest and shoulders. Every now and then a clear voice would rise above the hushed gossip and polite applause, each comment lashing him as he passed.

"Wonderful!"

"Just as expected from a son of the Evans' family."

"He's every bit the musician this older brother Wes is." That comment pierced his chest and ran him through the heart but his face remained the carefully practiced face of neutrality.

*Some of the people here can tell… no… perhaps there's no one here who can. But to those who can tell, it is obvious… Wes and I are at different levels.* To Soul's sensitive ears, there was no comparison between himself and his brother.

There was only one word for Wes' music; genius. He was a god when he played. If he could steal souls with his violin, he would have no trouble finding plenty of willing volunteers. There was no magician before him or any who would come after whom could compete. Wes could capture your very soul and take it to dance along sunbeams or float among the stars with only his violin. He could take make you feel true ecstasy or agony with a simple twitch of his expert fingers. At his best, he could imprison the attentions and affections of his devoted onlookers and help them to taste colors and see sound.

Soul knew he had no such talent; obvious fact that only he seemed privy to. How could people not tell? He couldn't touch people to their souls like Wes did so routinely. His style was dark and gothic; a discernible hell to Wes' heaven. He could practice all his life and never get any closer in skill to Wes than the east was to the west.

Wes emerged from the gloom breaking Soul from his self pity. He couldn't help but hate the looming figure of his oppressive brother. Guilt accompanied the feeling of hate at first. It wasn't Wes' fault that Soul would always be drowning in his shadow. Then he spoke.

"Is that why you chose that girl?" Wes asked, directly challenging his thoughts with his infuriatingly affectionate voice. Soul snapped.

"NO!" He shouted at the image of his brother, no longer hiding the hatred in his eyes. "It's no like that with Maka!" Wes continued as if he hadn't heard Soul's outburst.

"It's just that you wanted to run away from music… from home… from me." Anger exploded within Soul as Wes taunted him, but there was nothing he could do. He remained rooted to the spot. "When you are with that girl who doesn't know anything about it, can you relax and not be jealous of me?" The truth of Wes' words tore at Soul's chest. The anger even began to ebb as the painful truth continued to hit home. "Does it put you at ease? Isn't that nice."

Guilt filled Soul until he felt like he should drown in it. It was all true. He had only come to Shibusen because he could run away. He had partnered with Maka in order to use her for his own selfish reasons. She did put him at ease. When she was with him, he didn't have to feel jealous of Wes anymore. She had been nothing more then a tool to aid his cowardly, shameful actions. But everything had changed.

He had fallen in love with her.

She was more than just his meister. She was his best friend, his roommate and companion. She had even managed to become his strength, courage, and support. She had even helped him to begin to make peace with his past and learn to accept himself for how he is, not who he though he wanted to be. She had given him a new lease on life; a new reason to live and it was all Maka.

With that last thought, the vision vanished like smoke. Hw was back in his Spartoi uniform and, it seemed, back at Shibusen. He was in a familiar, locker-lined hallway; its tactical counterpart he had walked thousands of times before. In the center of the hall, kneeling and sniffling lightly on the tiled floor, was an emotionally crushed Maka.


	20. Chapter 20

Chapter 20

"S-Soul?" Maka asked when she seemed to register his presence. At first, he said nothing. She looked so sad; it pulled painfully at the strings of his heart to see her like that. Slowly, she gathered herself and stood up, shielding her tear-stained face with her arm. He wasn't sure what to say, so he went with the obvious.

"You alone? Looks like we got separated from everyone else." *Ouch, smooth Soul… so very uncool* he thought to himself. Maka said nothing. She stood still and quietly sniffed into the crook of her arm. Soul couldn't take the silence any more. Maybe she had seen something too.

"Maka, did something happen to you too?" Before he could blink, a clean-faced and weakly smiling Maka bounced back to life.

"Eh? What? Did something happen?"

"N-no… It's nothing." He responded way too quickly to be natural. He could feel the burn of a light blush form in his cheeks as he tried to look anywhere except her eyes. The memory of his vision was still very fresh and painful. Even now, as he looked at his beloved meister, he could hear Wes' taunting words echoing within his mind. Shame seeped through him, sapping strength from the inside. *No… It's not like that with Maka…* He reminded himself. _*At least not any more* _whispered a bitter and mocking voice from the back of his head.

When he had first seen her, Soul had come to an almost instant conclusion. If Maka had experienced something of her own and she shared it with him, he may have found the courage within himself to tell her about his (At least, a tastefully edited version). However, her actions had left him shaken. At first, he had been certain that she had. The state he had found her in seemed to hint that at least. But now, he wasn't so sure. He wouldn't be surprised if she hadn't been shown anything in this chapter. What did Maka have to be envious about? If anything, she was the one to be envied. She was strong physically and emotionally with rock hard resolve and determination. She was the reason he become a Deathscythe. Without her, he was nothing. The only thing he could think of for her to be envious of were large breasted women. The very idea almost made him laugh before he nixed the idea all together. If the past could be relied on, he would have been met with an irate Maka and enough Maka-Chops to end his short life instead of a sobbing one.

Maybe, she had broken down from fear at being lost and alone in the book. It would explain her speedy recovery after his appearance but that explanation didn't sit well with him. He knew her better than that. She was too strong emotionally to break down over a short stint of isolation. The last option made his blood run cold. What if she had borne witness to his vision? What if she had seen and heard everything? Now that was likely. He steadied himself against the growing panic. He had to play it cool. It was still possible that she had seen nothing of his vision. If she had not seen anything after all, then he wanted to keep it to himself; at least, for a little longer.

"C'mon, let's go. We're done reading this right?" He said while offering her his hand. She hesitated only a moment before reaching out to take it. "Let's not lose each other this time…"

"Yeah…" She replied weakly. She took a firm grip as the world began to warp and twist with the dislodging of another page. It was just as disorienting as the first time but Soul found that he did not care anymore. They had been in this god-forsaken book for hours and Soul shuddered at the thought that he may be getting used to it.

Slowly, almost lazily, the rippling and shifting stopped. The chapter took the form of a room, cluttered almost to the ceiling with haphazardly positioned chairs and beds. The walls, ceiling and floor were an odd shade of opaque white and it was painfully silent. So far, this chapter didn't seem to be having any immediate negative effects on them like its brethren. If anything, it had an unfinished feeling to it. The image was so queer to his brain, Soul couldn't help but state the obvious again.

"This Chapter…. It's all chairs and beds and such…"

Maka did not respond. Since snapping back to life, she had hardly breathed a word. If it wasn't for her gloved hand held firmly in his own, Soul would have thought he lost her again. It was unnerving, but not nearly as much as when she finally spoke.

"Hey Soul? There's something I want to talk to you about."

It was an innocent enough comment but it made Soul freeze. Shock and barley contained panic flew to the front of him mind once again as Maka dislodged her frail fingers from his hand. *She saw it… She knows…* repeated over and over to the rhythm of his drumming heart. Rooted to the spot, Soul watched as the girl he loved walked to the closest chair, sitting stiffly and staring at the white floor.

"I'm sorry for always holding you back…" Where was this coming from? Holding him back? He never would have made it this far if not for her.

"What're you saying all of a sudden…?" He interrupted. She pushed on as if she hadn't heard him. He could only stand and listen as she said the words he had hoped never to hear.

"Leave me behind. I can't fight together with you any more."


	21. Chapter 21

Chapter 21

He felt like he was falling very fast, as if the ground under him had dropped away completely. Nothing felt real; it was as if his mind was rejecting all he was seeing and hearing at once. The world swam before his eyes and his stomach turned. Slowly, his brain pieced together an answer from the swirling chaos. *Maka… doesn't want… to be my meister anymore?!* It echoed over and over but didn't seem to sink in. He stared at Maka, waiting for her to take it all back, for her to tell him it was all just a terrible joke.

She continued to sit in silence with eyes firmly fixed upon the floor. The thought that this might not be a joke began to sink in making Soul feel sick. After an eternity of silence, Soul forced himself to speak.

"Wh… What are you saying?" He stuttered, not bothering to hide the shock he was feeling

"Sorry… You haven't done anything wrong. Everything's my fault. Leave me behind." The smothering silence fell between them again. So, she was serious. She really was leaving him. Everything that Soul had ever feared was coming to life right before his eyes. Slowly, painfully, Soul could feel cracks form and spread in his heart. His chest tightened in response making it hard to breath.

The silence carried on until it buzzed loudly in his head. He began to shake… first with sorrow… then with anger. How could she? He had given everything for her! He gave her his body, his mind! Even his very soul was in her possession (granted, she wasn't aware of that). His very life he had laid down for her, multiple times! After all they had been through together, she was going to get rid of him just like that? One bad experience on a mission and it was all over? Well, if she thought he would just take this terrible bombshell laying down then she had another thing coming! NO…. he had been there for her through everything. He had fought beside her and now he was going to fight to keep her.

"sorry…" Maka broke the silence and quelled his anger slightly with her fragile apology.

"I don't know what's up with this sudden apology but I'm not gonna just accept it without a reason."

"Why not? After all, I'm just a burden to you, aren't I, Soul? I'm not strong like Black*Star or Kidd. I can't do anything on my own." Where the fuck was all this coming from? Holding him back? He hadn't heard anything that stupid in a long time. And that was saying something since his best friend is Black*Star. Did she seriously not remember the time Arachne had immobilized her? Soul couldn't do anything without her. He was powerless to fight and to defend. He was about as useful alone as an ordinary scythe in a shed without her.

"What the hell are you talking about?" Soul said, allowing his frustration to bleed into his words. "Seems like the influence of this book has got you thinking you're under some great load of sin, but don't go spouting nonsense because of those feelings!"

"You saw something in the previous chapter too, didn't you Soul?" That caught him off guard. Again, he wondered for a second if she had seen what he had but she had said 'too' confirming that she had seen something of her own. He hesitated for a moment as Wes taunted him again and again in a sadistic replay. *When you are with that girl, can you relax and not be jealous of me?*

"I didn't… see anything." He lied.

"I've been waiting all this time, you know. What're you doing wasting your time around here?" The deep, familiar voice drifted lazily to Soul's ears from behind but it still made his blood freeze. "You shouldn't keep me waiting."

"You?!" Soul spun around just in time to feel a boot connect with the side of his jaw. The pain was hot and prickled like needles as his jaw dislocated and his feet left the floor from the force of the blow.

"SOUL!" He could hear Maka scream for him as his momentum was broken by numerous wooden chairs. He grunted as dull, throbbing pain lit up the side of his body and the sound of shattering wood filled his ears. For a few moments, he lay stunned, less from the pain and more from the suddenness of it all. He twisted and thrashed to free himself of the debris as his jaw slid back in place with a sickening grinding and a disconcerting pop. Nothing felt broken so he concerned himself with returning to his meister's side. He brushed splinters from his eyes and what he saw made his blood boil. Giriko had Maka pinned on a bed, her hands held above her head with him positioned over her. His knee was resting between her legs and her skirt was hiked up around her waist.

No one touched Maka and lived. Soul had seen to that personally so he'd be goddamned if he was going to watch idly as his meister was raped. As long as he drew breath, he'd never allow it. He no longer felt his injuries or really heard any of Giriko's insane screeching about Arachne's death. All he saw was red and all he heard was his surging blood and pounding feet.

Giriko never saw it coming. Soul brought up his foot and allowed his momentum and body wait to drive his foot deep into the side of Giriko's face with enough force to throw the hated demon weapon away from Maka. Although Soul was sure he felt a crunch beneath his foot, the human chainsaw began to laugh manically as if he felt nothing.

"ARE YOU SOME KIND OF PRINCE WHO SWOOPS IN TO SAVE THE GIRL WHEN SHE'S IN A PINCH?!" Giriko bellowed in between his deep, throaty laughing fits. "HEY! YOU THINK YOU'RE COOL OR SOMETHING?! YOU TRYIN' TO SAY I COULDN'T PROTECT ARACHNE?! I"LL KILL YOU, YOU BASTARD!"

"Maka! What are you doing?! Hurry up and get ready to fight!" Souls transformed but something was wrong. Maka was far from her fierce self. She just stood there and trembled as she held him. She didn't even hold him in a defensive position. Giriko attacked and Soul shouted warnings to her but she was either too slow or didn't even try. When she was hit hard and thrown back into splintering furniture, Soul began to lose his patience.

"Maka! Concentrate on the fight!"

"So one second you decide to start moving, then it's right back. I'm starting to find this annoying too. I guess I'll just end this with one attack." Giriko muttered, sounding genuinely disappointed.

Soul clenched his teeth. This wasn't going to end well if something didn't change. Sure, he couldn't fight on his own but he was just as useless if his meister refused to wield him. In a second his mind was made up. He transformed back and stood between Maka and Giriko.

"You just stand over there and watch." He said as he transformed an arm into a razor sharp blade. "I'll fight by myself this time."


	22. Chapter 22

Chapter 22

Without warning, Giriko lashed out with a leg partially transformed into a chainsaw and connected solidly with Soul. This blow was just as intense as the first but this time Soul was ready for it. He kept his footing and was able to counter smoothly with a long stab from a bladed arm. Giriko easily parried the blow and caught his bladed arm. The toothed chain of his saw dragged the youth in until they were face to face.

"I won't let you touch my meister!" Soul snarled through clenched teeth.

"Huh? I won't forgive you for selfishly SLICING UP MY MASTER!" Giriko shrieked his voice unnatural. With a twist he freed Soul's arm then brought his knee up sharply into the side of Soul's face where it collided with a sickening thud. Soul staggered back from the blow *Shit. He's just toying with me*. This was not going well. He regrouped and returned with a wide slash which Giriko easily dodged and answered with a nasty saw slash across the shoulder.

"HAHAHAHA! JUST BECAUSE YOU'VE BECOME A DEATHSCYTHE DOESN'T MEAN YOU CAN FIGHT ALONE! GET OVER YOURSELF FAGGOT! I CAN TAKE CARE OF SOMEONE LIKE YOU BY MYSELF! YOU ARE DIFFERENT FROM ME AND JUSTIN! KNOW YOUR PLACE!"

With that, Giriko dropkicked into Soul's unguarded chest, knocking the wind out of him. Time seemed to slow down as he began to fly back for the third time. It stung almost as much as Giriko's words.

As loud, obnoxious, and bat-shit crazy as he was, Giriko had a point. Soul was all too aware of how weak he was. If he was even one tenth as weak as he felt, then he had no chance. *And she thinks she's holding me back…* the irony was terribly bitter. He hated this. Both Giriko and Justin were weapons too but neither was dependant on a meister. Way was he so much weaker?

Soul was slammed back into reality when Giriko caught an arm of his retreating body. With a swift flick of his wrist, Souls was back beneath the mad chainsaw.

"I'm gonna cut out your soul… and show it to you." He growled. A chainsaw sang as Giriko shoved his transformed foot into Soul's chest allowing his substantial weight to drive it deep into his soft flesh.

It hurt. It hurt more than Crona's slash. At least his blade had been sharp. It burned too, pain giving way to wet fire as blood flowed and lubricated the wound. Giriko's chain was dull and rusty. It tore bluntly and repeatedly into Soul, each link grasping and tearing with agonizing slowness within his mind's eye. He knew he was screaming, but he couldn't hear it over Giriko's mad cackling laughter.

Finally, after what felt like hours of agony, Giriko pulled away. Exhausted and shocked, Soul slumped under his own weight, unable to move. He was barley able to take a steadying breath before he saw rapid movement. Giriko, in obvious enjoyment, spun around and landed a solid kick on the side of Soul's face.

Soul made no move to stop it. He limply took the blow and was thrown like a rag doll across the room to land face down at Maka's feet. She still stood exactly where he had left her, shell shocked as she watched her weapon fight for her. He had no idea what she was thinking but he knew he couldn't do this alone. If she didn't snap out of it, they were both going to die right here. Slowly, he arched his back and placed his hands on either side if his body, shakily trying to hoist himself back up. He made it half way. Blood flowed from his open chest to splash wetly upon the floor.

"Damn it, I can't do a damn thing by myself." He confessed almost pleadingly to his personal goddess. "But, this isn't the level of courage you've shown me all this time, Maka!" He said truthfully. She was the most courageous woman he had ever known. She had stood on her own more times than he liked to count. She had even tackled a Werewolf off a bridge with no regard for her own wellbeing. That particular incident still froze his blood to think about but it was so her. She was his fearless leader, his meister, his… everything. She had risked everything for him. It was time to return the favor.

"It's my turn to show some courage now." He said as he staggered to his feet. He still didn't know what was wrong with her, but he did know that he would fight for her, even if it was hopeless. With luck, maybe she would come to her senses in time. If not, well, it wasn't the first time he had laid down his life for her. Maybe he'd get lucky and take Giriko with him.


	23. Chapter 23

Chapter 23

There was a second or two where nothing happened. Soul was certain that Giriko was just toying with him for now, and a cat always allows its mouse to recover before lunging once again. He set himself against the inevitable response, ready to fight to the end. Suddenly, a soft wind and a gentle light drew both Soul and Giriko's attention. Soul glanced over his shoulder to see that his meister was the source of the odd energy.

"Maka…" he whispered, hoping this meant she was returning to normal. The intense look in her olive eyes answered his unasked question. He smiled softly. There she was, the woman he loved. She reached for his hand and he was eager to give it.

"Sorry, Soul…. I…" She started with a guilty voice. Soul didn't need to hear it though.

"You don't have to say anything." He transformed and settled gently into her petite gloved hand.

"Looks like your engine is finally revved up." Giriko commented, starting his own bizarre engine with a pull-cord anchored in his thigh. The sound was deafening and his power washed over them in waves but Maka held fast, unmoved by the display of strength.

"800 years… I waited for Arachne for 800years… Don't make me wait any longer."

Again, Giriko kicked out his legs, sending chains to slice the young pair.

The fight was fairly even at first. But, it slowly became more one sided with Giriko attacking again and again. Maka dodged again and again but with each consecutive attack, the margin for error got smaller and smaller until a well placed kick threw Maka back into a pile of destroyed chairs.

"Maka! What are you doing!? Remember, you're not fighting alone!" Maka didn't respond but his words still seemed to be sinking in. "A meister and a weapon are two united as one. Let's show his our strength."

"But how? This isn't the kind of enemy we can challenge with a frontal assault." *Straightforward as always, that's my Maka* Soul thought and would have laughed but there was no time to waste. He looked back into the darkness of his world as a weapon to see the door he hated. The ornate heavy wooden door to the black room hung open in the void. The dim light flowed forth from the portal, silhouetting the hated little demon. There he perched, smiled, and watched. Always there, always watching, content to wait. Soul preferred to ignore the little bastard but now, he couldn't afford to ignore him. Doing his best to keep the air of the master, Soul addressed the source of his angst.

"Hey, Ogre. Get ready." The red devil's eyes smoldered like coals and his grin widened with secret understanding.

"Alrighty!" He responded with a little too much eagerness. Soul ignored him in favor of explaining his plan to Maka.

"I became a Deathscythe by defeating Arachne. Let's use the 'Spider Queen's' power." The irony of using Arachne's strength to defeat her crazed servant was not lost on Soul as he crossed the black room towards his piano, but again, he didn't have time to dwell on it. "Maka, sense that guy's soul wavelength for me."

"Alright, what're you going to do with it?"

"To put it briefly, noise cancelling. I'll produce a 'reverse phase signal' to Giriko's on the piano. That'll smack into the engine and nullify it. I'm gonna shut that racket up." Soul finished with a sly smile.

Giriko, finally growing impatient, lunged in for the attack. Maka steadied herself and defended as she transferred what she was sensing to her weapon. Like light just out of his sight, like sound just on the edge of his hearing, Soul was able to sense Giriko's wavelength. *Alright, I can hear Giriko's wavelength* he though as he gently placed his fingers on the piano. Carefully, he used the ex-witch's power to weave a web of sound around the crazed weapon. As he broke through each layer, the web would sap more of his energy until he no longer had the strength to move. The sound of his engine quieted and he came to rest on his knees in front of Maka.

"Now Maka!" Soul yelled, urging his meister towards the kill.

"Yeah! Warlock Hunter!" Maka cried as she swung Soul high and brought him down in a deadly arc through the demon chainsaw. Giriko sat quietly and watched, seemingly oblivious as Soul's scythe fell and sliced him in two. As blood rushed from the great wound, his eyes widened before he exploded violently, sending metallic shrapnel everywhere.

"We did it." Soul said happily.

"If we use your power and my soul perception together, we can beat even Giriko!" Maka celebrated as she looked fondly down at the weapon in her hands.

"It's precisely because a magical weapon fights together with a meister that it's a magical weapon."

"Not alone… Let's move on to the next page." Just when all seemed well, Maka stiffened and froze, her grip on Soul tightening.

"I'm not alone either, you know." There was no time to react. Soul could only watch in horror as another Demon Saw slashed Maka from behind.


End file.
